IN THE AGGREGATE BEYOND THE PERIOD OF GRACE
IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH SUCH INDEBTEDNESS
WAS CREATED, OR (II) A DEFAULT SHALL OCCUR IN THE PERFORMANCE OR OBSERVANCE OF
ANY AGREEMENT UNDER ANY SUCH INDEBTEDNESS OR CONTAINED IN ANY INSTRUMENT OR
AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT SHALL
OCCUR OR CONDITION EXIST, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT OR
CONDITION IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
(OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS) TO CAUSE (DETERMINED
WITHOUT REGARD TO WHETHER ANY NOTICE OF ACCELERATION OR SIMILAR NOTICE IS
REQUIRED), ANY SUCH INDEBTEDNESS TO BECOME DUE OR BE REPAID PRIOR TO ITS STATED
MATURITY OR (III) ANY SUCH INDEBTEDNESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES SHALL BE DECLARED TO BE DUE AND PAYABLE, OR REQUIRED TO BE PREPAID
(OTHER THAN SUCH INDEBTEDNESS THAT IS REQUIRED TO BE PREPAID UPON A "CHANGE OF
CONTROL" UNDER A PUBLIC NOTE DOCUMENT THAT WOULD NOT CAUSE A CHANGE OF CONTROL
HEREUNDER) OTHER THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT (OTHER THAN
WITH PROCEEDS OF THE EVENT GIVING RISE TO SUCH PREPAYMENT), PRIOR TO THE STATED
MATURITY THEREOF; OR
H.
INVALIDITY OF SUBORDINATION PROVISIONS.
THE SUBORDINATION PROVISIONS OF ANY AGREEMENT OR INSTRUMENT GOVERNING THE SENIOR
SUBORDINATED NOTE (2013) DOCUMENTS, THE SENIOR SUBORDINATED NOTE (2014)
DOCUMENTS, THE SENIOR SUBORDINATED NOTE (2015) DOCUMENTS OR ANY OTHER
SUBORDINATED INDEBTEDNESS IN EXCESS OF $50,000,000 IS FOR ANY REASON REVOKED OR
INVALIDATED, OR OTHERWISE CEASE TO BE IN FULL FORCE AND EFFECT, ANY PERSON
CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY THEREOF OR DENIES THAT IT
HAS ANY FURTHER LIABILITY OR OBLIGATION THEREUNDER, OR THE LOANS AND THE OTHER
OBLIGATIONS HEREUNDER ENTITLED TO RECEIVE THE BENEFITS OF ANY LOAN DOCUMENT IS
FOR ANY REASON SUBORDINATED OR DOES NOT HAVE THE PRIORITY CONTEMPLATED BY THIS
AGREEMENT OR SUCH SUBORDINATION PROVISIONS; OR
I.
JUDGMENTS. ONE OR MORE JUDGMENTS OR
DECREES SHALL BE ENTERED AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES
INVOLVING, INDIVIDUALLY OR IN THE AGGREGATE, A LIABILITY (TO THE EXTENT NOT PAID
OR COVERED BY A REPUTABLE INSURANCE COMPANY OR INDEMNITOR AS TO WHICH COVERAGE
OR INDEMNIFICATION, AS THE CASE MAY BE, HAS NOT BEEN DISCLAIMED) OF $50,000,000
OR MORE AND ALL SUCH JUDGMENTS OR DECREES SHALL NOT HAVE BEEN VACATED,
DISCHARGED, SATISFIED, STAYED OR BONDED PENDING APPEAL WITHIN THIRTY (30) DAYS
FROM THE ENTRY THEREOF; OR
J.
SECURITY DOCUMENTS.
AT ANY TIME AFTER
THE EXECUTION AND DELIVERY THEREOF, ANY OF THE SECURITY DOCUMENTS SHALL CEASE TO
BE IN FULL FORCE AND (OTHER THAN AS PERMITTED PURSUANT TO THE PROVISIONS THEREOF
OR HEREOF) CEASE TO CREATE A VALID AND PERFECTED LIEN ON AND
140
SECURITY INTEREST IN, ANY MATERIAL PORTION OF THE COLLATERAL HAVING THE LIEN
PRIORITY REQUIRED BY THIS AGREEMENT AND THE SECURITY DOCUMENTS; OR
K.
GUARANTIES.
ANY GUARANTY OR ANY PROVISION
THEREOF SHALL (OTHER THAN AS A RESULT OF THE ACTIONS TAKEN