Common use of Certain Bankruptcy Events Clause in Contracts

Certain Bankruptcy Events. Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in the Chapter 11 Case; an examiner shall be appointed in the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower shall seek confirmation by the Court of any Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell all or a substantial part of the Collateral on terms that are not acceptable to Lenders in their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Orders or, without each Lender's prior written consent, either of the DIP Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrower that has an aggregate value in excess of $100,000 or any of the Collateral (without regard to its value); an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are due and payable; Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, in each case without Agent's and Lenders' prior written consent; or Borrower (or any Committee) shall challenge the validity, perfection or priority of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents.

Certain Bankruptcy Events. Borrower (i) Any Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code, or a trustee is appointed in any Case; or (A) An order of the Bankruptcy Court shall be entered granting or there shall arise another Super-Priority Claim or Lien pari passu with or senior to that granted (x) to the Agent and the Lenders pursuant to this Agreement and the Orders, or (y) to the Prepetition Lenders pursuant to the Orders (other than pursuant to clause (x) above), (B) an order of a court of competent jurisdiction shall be entered reversing, staying, vacating or rescinding either of the Orders, (C) an order of a court of competent jurisdiction shall be entered amending, supplementing or otherwise modifying either of the Orders, (D) the Prepetition Lenders' Cash Collateral shall be used in a manner inconsistent with the Orders, or (E) any Loan Party shall fail to comply ------------------------- with the terms of either of the Orders in any material respect; or (iii) An order of the Bankruptcy Court shall be entered in any of the provisions Cases appointing a responsible officer or an examiner having enlarged powers relating to the operation of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 business of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in the Chapter 11 Case; an examiner shall be appointed in the Chapter 11 Case with enlarged powers any Loan Party (powers beyond those set forth in Section under sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section section 1106(b) of the Bankruptcy Code; or (iv) The Borrower or any Guarantor shall make any payments of Indebtedness relating to pre-Petition Date obligations other than (A) as permitted under the Chapter 11 Case shall be dismissed or converted Orders, (B) pre-petition wages and benefits and other employee-related claims which are payable with the approval of the Bankruptcy Court and sales tax and employee withholding taxes which have been collected by any Loan Party but not yet paid, (C) as otherwise permitted under this Agreement, payment of certain other pre-Petition Date claims, including payments to a case under Chapter 7; Borrower shall seek confirmation physician providers, that are authorized by the Bankruptcy Court pursuant to orders described in Section 3.1(f), or (D) in connection with the assumption of any Reorganization Plan other than an Acceptable Plan contract or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed lease approved by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell all or a substantial part of the Collateral on terms that are not acceptable to Lenders in their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsiderBankruptcy Court, in any respect, either each case to the extent consistent with the Budget; or (v) The entry of the DIP Orders or, without each Lender's prior written consent, either of the DIP Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay so as to foreclose upon allow a Lien with respect third party to proceed against any Property asset or assets of the Borrower that has an aggregate or any Guarantor which have a value in excess of $100,000 200,000 in the aggregate; or (vi) The filing of any pleading by the Borrower or any Guarantor seeking, or otherwise consenting to, any of the Collateral matters set forth in paragraphs (without regard to its valued)(i) through (v); an order or (vii) There shall be entered for occur any event after the substantive consolidation Petition Date that results in a Material Adverse Effect; or (viii) The entry of the Estate Final Order shall not have occurred within 30 days after the Petition Date; or (ix) Any Loan Party shall support (whether by way of Borrower any motion or other pleading filed with the Bankruptcy Court or any other writing to another party-in-interest executed by or on behalf of a Loan Party or by oral argument) any other Person; Borrower shall not have sufficient Availability on 's opposition to any date to pay administrative costs or expenses incurred by it motion made in the Chapter 11 Case as and when such expenses are due and payableBankruptcy Court by the Agent or the Lenders seeking confirmation of the amount or enforceability of the Prepetition Obligations or the validity, perfection or enforceability of the liens or security interests granted in connection therewith; Borrower or (x) Any Loan Party shall file a seek to, or shall support (whether by way of any motion or other request pleading filed with the Bankruptcy Court seeking authority or any other writing to use another party-in-interest executed by or on behalf of a Loan Party or by oral argument) any cash proceeds other Person's motion to, disallow in whole or in part any of the Collateral Prepetition Obligations or the Obligations or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, in each case without Agent's and Lenders' prior written consent; or Borrower (or any Committee) shall challenge the validity, perfection or priority enforceability of the liens or security interests granted in connection with the Prepetition Obligations or the Obligations; or (xi) Commencement by any of the Loan Parties or their estates or any of their respective Affiliates of any Liens litigation, arbitration or other proceeding relating to any claim or action against the Agent or any of Agent securing the Pre-Petition Debt Lenders arising or the validity or enforceability alleged to arise out of any conduct of any of such entities prior to the Pre-Petition Closing Date under or in connection with the Prepetition Loan Documents.

Certain Bankruptcy Events. Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Financing Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in the Chapter 11 Case; an examiner shall be appointed in the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the Chapter 11 Case shall be dismissed or converted to a case under Chapter 77 or a motion for any such dismissal or conversion shall be filed; Borrower or any Affiliate shall seek confirmation by the obtain Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower (regardless of the proponent of such Reorganization Plan) if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell all or a substantial part of the Collateral on terms that are not acceptable to Lenders Lender in their its sole discretion; any substantial part of Borrower's ’s assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's ’s prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrower that has an aggregate book value in excess of $100,000 or with respect to any of the Collateral (without regard to its value)) and the Borrower consents to such relief without the Lender’s prior written consent; an order shall be entered for the substantive consolidation of the Estate of Borrower with any other PersonPerson without the prior written consent of the Lender; Borrower shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay administrative as and when due and payable, all costs or and expenses of administration that are incurred by it in the Chapter 11 Case as and when such expenses that are due and payablepayable on such date; Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with Agent's Lender’s Liens, upon any Collateral, in each case without Agent's and Lenders' Lender’s prior written consent; an application shall be filed by Borrower for the approval of any superpriority claim in the Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; Borrower (or any Committee) shall challenge the validity, perfection or priority of any Liens of Agent Lender securing the Pre-Petition Debt Obligations or the validity or enforceability of any of the PreDIP Financing Documents; or, without Lender’s consent, Borrower shall discontinue or suspend all or any material part of its business operations or commence an orderly wind-Petition Loan Documentsdown or liquidation of any material part of the Collateral.

Certain Bankruptcy Events. Borrower shall fail to comply ------------------------- with If any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on following events shall occur and be continuing: (a) Parent, either Borrower or before July 31any Material Subsidiary shall commence any case, 1999; Term Lender has not funded at least $15,350,000 of the term loans proceeding or other action (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documentsi) under the Term Lender Documents on any existing or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in the Chapter 11 Case; an examiner shall be appointed in the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower shall seek confirmation by the Court future law of any Reorganization Plan other than jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, concurso mercantil, reorganization or relief of debtors, seeking to have an Acceptable Plan or a Confirmation Order shall be order for relief entered with respect to it, or seeking to adjudicate it a Reorganization Plan proposed by bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a Person receiver, trustee, custodian, conservator or other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell similar official for it or for all or a substantial part of the Collateral on terms that are not acceptable to Lenders in their sole discretion; any substantial part of Borrower's its assets, other than or Parent, either Borrower or any Material Subsidiaries shall make a general assignment for the Collateral, benefit of its creditors; (b) there shall be sold by commenced against Parent, either Borrower andor any Material Subsidiary any case, as proceeding or other action of a consequence nature referred to in clause (a) above which (i) results in the entry of an order for relief or any such saleadjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 60 days; (c) there shall be commenced against Parent, either Borrower is or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alterhave been vacated, amend, vacate, supplement, modifydischarged, or reconsiderstayed or bonded pending appeal within 60 days from the entry thereof; (d) Parent, either Borrower or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or (e) Parent, either Borrower or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; then, and in any respect, either such event: (A) if such event is an Event of the DIP Orders or, without each Lender's prior written consent, either Default specified in clause (a) or (b) of the DIP Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay to foreclose upon a Lien this Section 7.01 with respect to any Property Parent or either Borrower, the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of Borrower that has an aggregate value in excess obligations under Letters of $100,000 Credit, whether or any not the beneficiaries of the Collateral (without regard to its value); an order then outstanding Letters of Credit shall be entered for have presented the substantive consolidation of the Estate of Borrower with any other Person; Borrower documents required thereunder) shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are immediately become due and payable; Borrower shall file a motion and (B) if such event is any other Event of Default specified in this Section 7.01, any or other request all of the following actions may be taken: (i) with the Court seeking authority to use any cash proceeds consent of the Collateral Required Lenders, the Administrative Agent may, or to obtain any financing under Section 364(d) upon the request of the Bankruptcy Code secured Required Lenders, the Administrative Agent shall, by a priming Liennotice to the Borrowers, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or Lien of equal priority with Agent's Liens, upon any Collateral, in each case without Agent's and Lenders' prior written consent; or Borrower (or any Committee) shall challenge the validity, perfection or priority of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any request of the Pre-Petition Loan DocumentsRequired Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing on account thereof under this Agreement (including all amounts due in respect of Letters of Credit, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.

Certain Bankruptcy Events. Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing OrderOrders in any material respect; a trustee shall be appointed in the Chapter 11 Case; an examiner shall be appointed in the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower or any Affiliate shall seek confirmation by the obtain Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell all or a substantial part of the Collateral on terms that are not acceptable to Lenders in their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Agent Agent, any Lender or any Lender lessor under an equipment lease) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrower that has an aggregate book value in excess of $100,000 or any of the Collateral (without regard to its value)250,000; an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability to pay on any date or within two Business Days of such date, or shall otherwise fail to pay as and when due and payable, all administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses that are due and payablepayable on such date; Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming LienLien (in each case (i) without Agent's or Lenders' prior written consent or (ii) if such motion fails to contemplate payment in full of the Obligations), or Lien of equal priority with Agent's Liens, upon any Collateral, in each case without Agent's and Lenders' prior written consent; an application shall be filed by Borrower for the approval of any superpriority claim in the Chapter 11 Case that is PARI PASSU with or Borrower (senior to the Obligations or any Committee) of the Pre-Petition Debt or there shall arise or be granted any such PARI PASSU or senior superpriority claim; Borrower shall challenge the validity, perfection or priority of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents; or, without Agent's and the Required Lender's consent, Borrower shall discontinue or suspend all or any material part of its business operations or commence an orderly wind-down or liquidation of any material part of the Collateral.

Certain Bankruptcy Events. Any Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing OrderOrders in any material respect; a trustee shall be appointed in the any Chapter 11 Case; an examiner shall be appointed in the any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower Borrowers shall seek confirmation by the obtain Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower Borrowers any motion to sell all or a substantial part of the Collateral (excluding any Acquisition Transaction as defined in the Acquisition Agreement) on terms that are not acceptable to Lenders Lender in their its sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower Final Financing Order is not able to continue its business operations in substantially the same manner as was conducted entered by it prior to such saleOctober 22, 2002; any Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's ’s prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Agent or any Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of any Borrower that has an aggregate book value in excess of $100,000 250,000 or to terminate or otherwise exercise remedies under any of material agreement, document or instrument which is entered into after the Collateral (without regard Petition Date, whether or not it relates to its value)any Debt; an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are due and payable; Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, Collateral (in each case (i) without Agent's and Lenders' Lender’s prior written consent or (ii) if such motion fails to contemplate payment in full of the Obligations); or, without Lender’s consent; , any Obligor shall discontinue or Borrower (suspend all or any Committee) shall challenge the validity, perfection material part of its business operations or priority commence an orderly wind-down or liquidation of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any material part of the Pre-Petition Loan DocumentsCollateral.

Certain Bankruptcy Events. Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing OrderOrders in any material respect; a trustee shall be appointed in the any Chapter 11 Case; an examiner shall be appointed in the any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower shall seek confirmation by the obtain Nevada Bankruptcy Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower any motion to sell all or a substantial part of the Collateral on terms that are not acceptable deemed by the Professional Person serving as Borrower’s financial advisor to Lenders in their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such salefair and reasonable; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's ’s prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Nevada Bankruptcy Court shall enter an order granting to any Person (other than Agent or any Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrower that has an aggregate book value in excess of $100,000 75,000 or to terminate or otherwise exercise remedies under any of material agreement, document or instrument which is entered into after the Collateral (without regard Petition Date, whether or not it relates to its value); an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are due and payableDebt; Borrower shall file a motion or other request with the Nevada Bankruptcy Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, Collateral (in each case (i) without Agent's and Lenders' Lender’s prior written consent; consent or Borrower (or any Committeeii) shall challenge the validity, perfection or priority of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any if such motion fails to contemplate payment in full of the Pre-Petition Loan DocumentsObligations).

Certain Bankruptcy Events. Any Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing OrderOrders in any material respect; a trustee shall be appointed in the any Chapter 11 Case; an examiner shall be appointed in the any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; Borrower Borrowers shall seek confirmation by the obtain Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by Borrower Borrowers any motion to sell all or a substantial part of the Collateral (excluding any Acquisition Transaction as defined in the Acquisition Agreement) on terms that are not acceptable to Lenders Lender in their its sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower Final Financing Order is not able to continue its business operations in substantially the same manner as was conducted entered by it prior to such saleOctober 22, 2002; any Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Agent or any Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of any Borrower that has an aggregate book value in excess of $100,000 250,000 or to terminate or otherwise exercise remedies under any of material agreement, document or instrument which is entered into after the Collateral (without regard Petition Date, whether or not it relates to its value)any Debt; an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are due and payable; Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, Collateral (in each case (i) without AgentLender's and Lenders' prior written consent or (ii) if such motion fails to contemplate payment in full of the Obligations); or, without Lender's consent; , any Obligor shall discontinue or Borrower (suspend all or any Committee) shall challenge the validity, perfection material part of its business operations or priority commence an orderly wind-down or liquidation of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any material part of the Pre-Petition Loan DocumentsCollateral.

Certain Bankruptcy Events. Either Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Financing Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in the any Chapter 11 Case; an examiner shall be appointed in the any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the any Chapter 11 Case shall be dismissed or converted to a case under Chapter 77 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliate; a Borrower or any Affiliate shall seek confirmation by the obtain Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower (regardless of the identity of the proponent of such Reorganization Plan) if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable to Lenders Lender in their its sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrower Borrowers that has an aggregate book value in excess of $100,000 250,000 or with respect to any of the Collateral (without regard to its value); an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrower Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay administrative as and when due and payable, all costs or and expenses of administration that are incurred by it them in the Chapter 11 Case as and when such expenses Cases that are due and payablepayable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with AgentLender's Liens, upon any Collateral, in each case without AgentLender's and Lenders' prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower (or any Committee) shall challenge the validity, perfection or priority of any Liens of Agent Lender securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents; or, without Lender's consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002.

Certain Bankruptcy Events. Borrower Borrowers shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing Order is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing OrderOrders in any material respect; a trustee shall be appointed in the any Chapter 11 Case; an examiner shall be appointed in the any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; the any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7; any Borrower shall seek confirmation by the obtain Bankruptcy Court approval of any a disclosure statement for a Reorganization Plan other than an Acceptable Plan Plan, or a Confirmation Order shall be entered with respect to a Reorganization Plan proposed by a Person other than Borrower Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by any Borrower shall, without Lender's consent, file any motion to sell all or a substantial part of the Collateral on terms that are do not acceptable to Lenders in their sole discretionprovide for the termination of the DIP Facility and the Full Payment of the Obligations (including the Early Termination Fee) concurrently with the closing of such transaction; the Final Financing Order is not entered by January 28, 2005; any substantial part of BorrowerBorrower shall, without Lender's assetsconsent, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the DIP Financing Orders or, without each Lender's prior written consent, either of the DIP Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Bankruptcy Court shall enter an order granting to any Person (other than Agent or any Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of any Borrower that has an aggregate book value in excess of $100,000 50,000 or to terminate or otherwise exercise remedies under any of material agreement, document or instrument which is entered into after the Collateral (without regard Closing Date, whether or not it relates to its value)any Debt; an order shall be entered for the substantive consolidation of the Estate of Borrower with any other Person; Borrower shall not have sufficient Availability on any date to pay administrative costs or expenses incurred by it in the Chapter 11 Case as and when such expenses are due and payable; Borrower shall file a motion or other request with the Bankruptcy Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Agent's Liens, upon any Collateral, Collateral (in each case 1. without AgentLender's and Lenders' prior written consentconsent and 1. if such motion fails to contemplate payment in full of the Obligations (including the Early Termination Fee) and termination of the DIP Facility); any other security interest, Lien, claim or Borrower (encumbrance shall be granted which is PARI PASSU with or senior to the claims of Lender in Borrowers' Chapter 11 Case, excepted as contemplated by the Financing Orders; the grant of any super priority administrative expense claim or any Committee) shall challenge lien which is PARI PASSU with or senior to those of Lender; any payment of pre-petition debt except as explicitly contemplated by the validity, perfection or priority of any Liens of Agent securing the Pre-Petition Debt or the validity or enforceability of any of Financing Orders with respect to the Pre-Petition Loan DocumentsAgreements; the sale of all or substantially all of the assets of any of Borrowers to any Person; there shall be any challenge to the extent, validity, priority or unavoidability of any liens of Lender securing the DIP Facility or any of the obligations thereunder; an Acceptable Plan, shall not have been filed with the Bankruptcy Court by May 31, 2005; an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying any Financing Order; there shall occur a post-petition event which causes or would cause a material adverse change or a material adverse effect on the ability of any Borrower to perform its obligations under the DIP Facility or to continue the operation of its business; without Lender's consent, any Borrower shall discontinue or suspend all or any material part of its business operations or commence an orderly wind-down or liquidation of any material part of the Collateral; any application shall be filed by any Borrower for the approval of any other super-priority claim in the Chapter 11 Cases which is PARI PASSU with or senior to the claims of Lender against Borrowers or there shall arise such claim, except for such application which provides that as a condition precedent to such action the Full Payment of the Obligations hereunder and the termination of the Commitment hereunder; an order shall be entered which provides relief from the automatic stay otherwise imposed pursuant to Section 362 of the Bankruptcy Code, which order permits any creditor other than Lender to realize upon or to exercise any right or remedy with respect to the Collateral (other than any such right or remedy exercised in respect of those Liens listed on Schedule 8.1(d) hereof which do not relate to the Pre-Petition Loan Agreements) or to terminate any license, franchise, lease or similar arrangement, where such relief could have a Material Adverse Effect; or any order of adequate protection is provided by the Bankruptcy Court in the Chapter 11 Case in favor of any of Borrowers' pre-petition creditors without the consent of Lender or any such adequate protection is modified or expanded without the consent of Lender (except for adequate protection paid to equipment owners, lienholders and lessors pursuant to an order of the Bankruptcy Court after notice to Lender not to exceed amounts set forth in the Budget under "Lease Payments" PLUS $75,000 in the aggregate).