RECEIPT OF
THE INSURANCE PROCEEDS WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ENTRY OF SUCH
JUDGMENT) SHALL BE ENTERED AGAINST ANY LOAN PARTY OR ANY SIGNIFICANT SUBSIDIARY
OR WITH RESPECT TO A MATERIAL PORTION OF ANY OF THEIR RESPECTIVE ASSETS, AND THE
SAME IS NOT RELEASED, DISCHARGED, BONDED AGAINST, OR STAYED PENDING APPEAL
BEFORE THE EARLIER OF 30 DAYS AFTER THE DATE IT FIRST ARISES OR 5 DAYS PRIOR TO
THE DATE ON WHICH SUCH ASSET IS SUBJECT TO BEING FORFEITED BY THE APPLICABLE
LOAN PARTY OR APPLICABLE SIGNIFICANT SUBSIDIARY;
7.8.
IF THERE IS A DEFAULT IN (A) THE TERM B DEBT
DOCUMENTS, OR (B) ONE OR MORE AGREEMENTS TO WHICH ANY LOAN PARTY OR ANY
SIGNIFICANT SUBSIDIARY IS A PARTY WITH ONE OR MORE THIRD PERSONS RELATIVE TO
INDEBTEDNESS OF ANY LOAN PARTY OR ANY SIGNIFICANT SUBSIDIARY (OTHER THAN
INDEBTEDNESS OF A FOREIGN SUBSIDIARY TO A US LOAN PARTY) INVOLVING AN AGGREGATE
DOLLAR EQUIVALENT AMOUNT OF $5,000,000 OR MORE, AND IN THE CASE OF CLAUSES
(A) OR (B), SUCH DEFAULT (I) OCCURS AT THE FINAL MATURITY OF THE OBLIGATIONS
THEREUNDER, OR (II) RESULTS IN A RIGHT BY SUCH THIRD PERSON(S), IRRESPECTIVE OF
WHETHER EXERCISED, TO ACCELERATE THE MATURITY OF THE APPLICABLE LOAN PARTY'S OR
ANY SIGNIFICANT SUBSIDIARY'S OBLIGATIONS THEREUNDER;
7.9.
IF ANY WARRANTY, REPRESENTATION, STATEMENT, OR
RECORD MADE HEREIN OR IN ANY OTHER LOAN DOCUMENT OR DELIVERED TO LENDER IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVES TO BE UNTRUE IN
ANY MATERIAL RESPECT AS OF THE DATE OF ISSUANCE OR MAKING OR DEEMED MAKING
THEREOF;
7.10.
IF THE OBLIGATION OF ANY GUARANTOR UNDER ANY
GUARANTY IS LIMITED OR TERMINATED BY OPERATION OF LAW OR, EXCEPT AS EXPRESSLY
PERMITTED UNDER THE LOAN DOCUMENTS, BY SUCH GUARANTOR;
7.11.
IF THE SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT THAT PURPORTS TO CREATE A LIEN, SHALL, FOR ANY REASON, FAIL OR CEASE TO
CREATE A VALID AND PERFECTED AND, EXCEPT TO THE EXTENT PERMITTED BY THE TERMS
HEREOF OR THEREOF, FIRST PRIORITY LIEN ON OR SECURITY INTEREST IN A MATERIAL
PORTION OF THE COLLATERAL COVERED THEREBY, EXCEPT (A) AS A RESULT OF A
DISPOSITION OF THE APPLICABLE COLLATERAL IN A TRANSACTION PERMITTED UNDER THIS
AGREEMENT OR (B) AS A RESULT OF ADMINISTRATIVE AGENT'S FAILURE TO MAINTAIN
POSSESSION OF STOCK CERTIFICATES, NOTES OR OTHER INSTRUMENTS DELIVERED TO IT; OR
7.12.
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT SHALL
AT ANY TIME FOR ANY REASON BE DECLARED TO BE NULL AND VOID, OR THE VALIDITY OR
ENFORCEABILITY THEREOF SHALL BE CONTESTED BY ANY LOAN PARTY OR ANY SUBSIDIARY OF
A LOAN PARTY, OR A PROCEEDING SHALL BE
93
COMMENCED BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, OR BY ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER ANY LOAN PARTY OR ANY SUBSIDIARY
OF A LOAN PARTY, SEEKING TO ESTABLISH THE INVALIDITY OR UNENFORCEABILITY
THEREOF, OR ANY LOAN PARTY SHALL DENY THAT IT HAS ANY LIABILITY OR OBLIGATION
PURPORTED TO BE CREATED UNDER ANY LOAN DOCUMENT.
8.
THE