PARTY OR OF THE WHOLE OR ANY SUBSTANTIAL PART OF ANY
SUCH PERSON'S PROPERTIES, WHICH IS NOT IRREVOCABLY RELINQUISHED WITHIN SIXTY
(60) CALENDAR DAYS, (II) THERE IS COMMENCED AGAINST ANY CREDIT PARTY OR ANY
SUBSIDIARY OF ANY CREDIT PARTY ANY PROCEEDING OR PETITION SEEKING
REORGANIZATION, LIQUIDATION OR SIMILAR RELIEF UNDER ANY DEBTOR RELIEF LAW OR ANY
OTHER APPLICABLE LAW OR STATUTE (A) WHICH IS NOT UNCONDITIONALLY DISMISSED OR
STAYED WITHIN SIXTY (60) CALENDAR DAYS AFTER THE DATE OF COMMENCEMENT, OR (B) IN
RESPECT OF WHICH SUCH CREDIT PARTY OR ANY SUBSIDIARY OF ANY CREDIT PARTY TAKES
ANY ACTION TO INDICATE ITS APPROVAL OF OR CONSENT TO ANY SUCH PROCEEDING OR
PETITION; OR (III) ANY STAYED ORDER, JUDGMENT, DECREE, PROCEEDING, PETITION OR
OTHER ITEM IS REINSTATED.
(I)
ANY CHANGE OF CONTROL OR ANY MATERIAL
ADVERSE EFFECT OCCURS;
(J)
AGENT OR ANY LENDER RECEIVES ANY
EVIDENCE THAT ANY CREDIT PARTY HAS DIRECTLY OR INDIRECTLY BEEN ENGAGED IN ANY
TYPE OF ACTIVITY WHICH, IN AGENT'S PERMITTED DISCRETION, WOULD REASONABLY BE
EXPECTED TO RESULT IN FORFEITURE OF ANY MATERIAL PORTION OF COLLATERAL TO ANY
GOVERNMENTAL AUTHORITY, WHICH SHALL HAVE CONTINUED UNREMEDIED FOR A PERIOD OF
TWENTY (20) CALENDAR DAYS AFTER WRITTEN NOTICE FROM AGENT;
36
(K)
UNINSURED DAMAGE TO, OR UNINSURED LOSS,
THEFT OR DESTRUCTION OF, ANY PORTION OF THE COLLATERAL OCCURS THAT EXCEEDS
$250,000 IN THE AGGREGATE;
(L)
(I) ANY CREDIT PARTY IS CRIMINALLY
INDICTED OR CONVICTED (A) OF A FELONY OR (B) UNDER ANY LAW THAT WOULD REASONABLY
BE EXPECTED TO LEAD TO FORFEITURE OF ANY MATERIAL PORTION OF COLLATERAL, OR
(II) ANY DIRECTOR OR SENIOR OFFICER OF ANY CREDIT PARTY IS CONVICTED (A) OF A
FELONY FOR FRAUD OR DISHONESTY IN CONNECTION WITH THE BUSINESS OR (B) UNDER ANY
LAW THAT WOULD REASONABLY BE EXPECTED TO LEAD TO FORFEITURE OF ANY MATERIAL
PORTION OF COLLATERAL;
(M)
THE ISSUANCE OF ANY PROCESS FOR LEVY,
ATTACHMENT OR GARNISHMENT OR EXECUTION UPON OR ANY JUDGMENT AGAINST ANY CREDIT
PARTY OR ANY OF ITS MATERIAL PROPERTY OR AGAINST ANY OF THE COLLATERAL, WHICH
HAS AN AGGREGATE FAIR MARKET VALUE IN EXCESS OF $175,000 INDIVIDUALLY OR
$350,000 IN THE AGGREGATE IN ANY CASE WHICH IS NOT SATISFIED, STAYED, VACATED,
DISMISSED OR DISCHARGED WITHIN THIRTY (30) CALENDAR DAYS OF BEING ISSUED OR
EXECUTED;
(N)
(I) THE SUBORDINATION PROVISIONS OF THE
SELLER SUBORDINATION AGREEMENT AND/OR THE SUBORDINATION PROVISIONS CONTAINED IN
OR OTHERWISE PERTAINING TO ANY AGREEMENT OR INSTRUMENT GOVERNING ANY
SUBORDINATED DEBT SHALL FOR ANY REASON BE REVOKED OR INVALIDATED, OR CEASE TO BE
IN FULL FORCE AND EFFECT, OR (II) ANY PERSON SHALL RAISE A NON-FRIVOLOUS CLAIM
IN COURT CONTESTING IN ANY MANNER THE VALIDITY OR ENFORCEABILITY THEREOF,
(III) ANY PERSON SHALL TAKE ANY ACTION IN VIOLATION THEREOF OR FAIL TO TAKE ANY
ACTION REQUIRED BY THE TERMS THEREOF THAT WOULD REASONABLY BE EXPECTED TO HAVE
AN ADVERSE EFFECT ON THE RIGHTS AND REMEDIES OF AGENT OR LENDERS, OR (IV) THE
OBLIGATIONS, FOR ANY REASON SHALL NOT HAVE THE PRIORITY CONTEMPLATED BY THIS
AGREEMENT, THE SELLER