BE THAT AT WHICH IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES AGENT COULD PURCHASE THE SPECIFIED CURRENCY WITH OTHER SUCH
CURRENCY AT AGENT'S NEW YORK BRANCH ON THE BUSINESS DAY THAT IS ON OR
IMMEDIATELY FOLLOWING THE DAY ON WHICH FINAL JUDGMENT IS GIVEN.
THE OBLIGATIONS
OF BORROWER IN RESPECT OF ANY SUM DUE TO ANY LENDER OR AGENT HEREUNDER SHALL,
NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY OTHER THAN THE SPECIFIED CURRENCY, BE
DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY SUCH
LENDER OR AGENT, AS THE CASE MAY BE, OF ANY SUM ADJUDGED TO BE SO DUE IN SUCH
OTHER CURRENCY SUCH LENDER OR AGENT AS THE CASE MAY BE, MAY IN ACCORDANCE WITH
NORMAL BANKING PROCEDURES PURCHASE THE SPECIFIED CURRENCY WITH SUCH OTHER
CURRENCY.
IF THE AMOUNT OF THE SPECIFIED CURRENCY SO PURCHASED IS LESS THAN THE
SUM ORIGINALLY DUE TO SUCH LENDER OR AGENT, AS THE CASE MAY BE, IN THE SPECIFIED
CURRENCY, BORROWER AGREES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, AS A
SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY SUCH
LENDER OR AGENT, AS THE CASE MAY BE, AGAINST SUCH LOSS, AND IF THE AMOUNT OF THE
SPECIFIED CURRENCY SO PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO ANY LENDER OR
AGENT, AS THE CASE MAY BE, IN THE SPECIFIED CURRENCY, SUCH LENDER OR AGENT, AS
THE CASE MAY BE, AGREES TO REMIT SUCH EXCESS TO THE APPROPRIATE BORROWER; OR
44
9.12
STOCK ISSUANCE OR TRANSFER.
EXCEPT AS EXPRESSLY PERMITTED PURSUANT
TO THE TERMS HEREOF, IF ANY SUBSIDIARY OR PORTFOLIO ENTITY-50% ISSUES TO (EXCEPT
UPON FORMATION OF A PERSON PERMITTED BY THIS AGREEMENT) OR TRANSFERS TO ANY
PERSON ANY STOCK OR OTHER EQUITY INTERESTS; OR
9.13
ERISA.
ANY ERISA AFFILIATE OF BORROWER OR OF ANY OTHER APPLICABLE
PERSON UNDER SECTION 8.22 WHICH IS NOT A SUBSIDIARY OF BORROWER OR SUCH
APPLICABLE PERSON SHALL FAIL IN THE PERFORMANCE OR OBSERVANCE OF ANY TERM,
PROVISION OR AGREEMENT WITH RESPECT TO A PLAN OR MULTIEMPLOYER PLAN SET FORTH IN
SECTION 8.22 AS IF SUCH ERISA AFFILIATE WERE A SUBSIDIARY OF BORROWER OR AN
APPLICABLE PERSON; OR
9.14
MATERIAL EFFECT DEFAULTS.
TO THE EXTENT THAT THE SAME DOES NOT
CONSTITUTE AN EVENT OF DEFAULT UNDER ANY OTHER PROVISION OF THIS SECTION 9, A
DEFAULT BY BORROWER OR ANY PRIMARY OBLIGOR SHALL OCCUR UNDER ANY AGREEMENT,
DOCUMENT OR INSTRUMENT (OTHER THAN THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS) NOW OR HEREAFTER EXISTING, TO WHICH BORROWER OR ANY PRIMARY OBLIGOR
IS A PARTY AND THE EFFECT OF SUCH DEFAULT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; OR
9.15
CHANGE IN CONTROL.
A CHANGE IN CONTROL SHALL OCCUR (FOR PURPOSES
HEREOF, A CHANGE IN CONTROL SHALL MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING
EVENTS AFTER THE DATE HEREOF:
(I) ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE
USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT")), IS OR BECOMES