MEMBER SHALL TAKE ANY CORPORATE OR SIMILAR ACTION TO
AUTHORIZE ANY ACTION DESCRIBED IN CLAUSE (I) OR (II) ABOVE; OR
(F)
ONE OR MORE JUDGMENTS, ORDERS OR DECREES (OR OTHER SIMILAR
PROCESS) SHALL BE RENDERED AGAINST ANY GROUP MEMBER (I)(A) IN THE CASE OF
MONETARY JUDGMENTS, ORDERS AND DECREES, INVOLVING AN AGGREGATE AMOUNT (EXCLUDING
AMOUNTS ADEQUATELY COVERED BY INSURANCE PAYABLE TO ANY GROUP MEMBER, TO THE
EXTENT THE RELEVANT INSURER HAS NOT DENIED COVERAGE THEREFOR) IN EXCESS OF
$5,000,000 OR (B) IN THE CASE OF NON-MONETARY JUDGMENTS, THAT WOULD HAVE, IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT AND (II)(A) ENFORCEMENT PROCEEDINGS SHALL
HAVE BEEN COMMENCED BY ANY CREDITOR UPON ANY SUCH JUDGMENT, ORDER OR DECREE OR
(B) SUCH JUDGMENT, ORDER OR DECREE SHALL NOT HAVE BEEN VACATED OR DISCHARGED FOR
A PERIOD OF 45 CONSECUTIVE DAYS AND THERE SHALL NOT BE IN EFFECT (BY REASON OF A
PENDING APPEAL OR OTHERWISE) ANY STAY OF ENFORCEMENT THEREOF; OR
(G)
EXCEPT PURSUANT TO A VALID, BINDING AND ENFORCEABLE
TERMINATION OR RELEASE PERMITTED UNDER THE LOAN DOCUMENTS AND EXECUTED BY THE
ADMINISTRATIVE AGENT OR AS OTHERWISE EXPRESSLY PERMITTED UNDER ANY LOAN
DOCUMENT, (I) ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT SHALL, AT ANY TIME
AFTER THE DELIVERY OF SUCH LOAN DOCUMENT, FAIL TO BE VALID AND BINDING ON, OR
ENFORCEABLE (OTHER THAN PURSUANT TO THE EXPRESS TERMS THEREOF) AGAINST, OR SHALL
BE REVOKED OR REPUDIATED BY ANY LOAN PARTY PARTY THERETO, (II) ANY LOAN DOCUMENT
PURPORTING TO GRANT A LIEN TO SECURE ANY OBLIGATION SHALL, AT ANY TIME AFTER THE
DELIVERY OF SUCH LOAN DOCUMENT, FAIL TO CREATE A VALID AND ENFORCEABLE LIEN ON
ANY COLLATERAL PURPORTED TO BE COVERED THEREBY OR SUCH LIEN SHALL FAIL OR CEASE
TO BE A PERFECTED LIEN WITH THE PRIORITY REQUIRED IN THE RELEVANT LOAN DOCUMENT
(OTHER THAN THE FAILURE OF THE ADMINISTRATIVE AGENT TO TAKE ANY ACTION WITHIN
ITS CONTROL) OR (III) ANY CONTRACTUAL SUBORDINATION PROVISION IN ANY
SUBORDINATED NOTE DOCUMENT SHALL, IN WHOLE OR IN PART, TERMINATE OR OTHERWISE
FAIL OR CEASE TO BE VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY HOLDER OF
THE SUBORDINATED NOTE OR PERMITTED JUNIOR CAPITAL, AS APPLICABLE, (OR SUCH
HOLDER SHALL SO STATE IN WRITING), OR ANY GROUP MEMBER SHALL STATE IN WRITING
THAT ANY OF THE EVENTS DESCRIBED IN CLAUSE (I), (II) OR (III) ABOVE SHALL HAVE
OCCURRED; OR
(H)
ANY MATERIAL AGREEMENT SHALL BE TERMINATED FOR ANY REASON
UNLESS (I) SUCH MATERIAL AGREEMENT IS REPLACED WITH AN AGREEMENT THAT IS NOT
MATERIALLY LESS FAVORABLE TO THE GROUP MEMBERS OR THE LENDERS, (II) EXISTING
MATERIAL AGREEMENTS PROVIDE SUBSTANTIALLY THE SAME BENEFITS AS SUCH TERMINATED
MATERIAL AGREEMENT AS ARE NECESSARY FOR THE PROPER CONDUCT OF SUCH GROUP
MEMBER'S BUSINESS AS CONDUCTED AS OF THE DATE OF SUCH TERMINATION OR (III) SUCH
GROUP MEMBER HAS AN ALTERNATIVE SOURCE OF OBTAINING SUCH BENEFITS (INCLUDING BY
INTERNAL DEVELOPMENT); OR
(I)
ANY MATERIAL DETERIORATION IN PERFORMANCE BY CBAY SYSTEMS OF
ITS OBLIGATIONS UNDER THE CBAY SALES AND SERVICES AGREEMENT (INCLUDING BUT NOT
LIMITED