INDEBTEDNESS; OR
(III) ANY SUCH INDEBTEDNESS FOR BORROWED MONEY SHALL, BY REASON OF DEFAULT, BE
DECLARED TO BE DUE AND PAYABLE, OR REQUIRED TO BE PREPAID, PRIOR TO THE STATED
MATURITY THEREOF (UNLESS SUCH INDEBTEDNESS IS DECLARED DUE AND PAYABLE, OR
REQUIRED TO BE PREPAID, SOLELY BY REASON OF EITHER BORROWER'S, OR ANY OF ITS
SIGNIFICANT SUBSIDIARIES', VIOLATION OF ANY ARRANGEMENT WITH ANY BANK, OR ANY
AFFILIATE OF ANY BANK, IN ANY WAY RESTRICTING SUCH BORROWER'S, OR SUCH
SIGNIFICANT SUBSIDIARY'S, RIGHT OR ABILITY TO SELL, PLEDGE OR OTHERWISE DISPOSE
OF MARGIN STOCK OTHER THAN RESTRICTED MARGIN STOCK); OR
(F)
(I)
EITHER BORROWER OR ANY OF ITS SIGNIFICANT SUBSIDIARIES SHALL
COMMENCE ANY CASE, PROCEEDING OR OTHER ACTION (A) UNDER ANY EXISTING OR FUTURE
LAW OF ANY JURISDICTION, DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR RELIEF OF DEBTORS,
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SEEKING TO HAVE AN ORDER FOR RELIEF ENTERED WITH RESPECT TO IT, OR SEEKING TO
ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING REORGANIZATION, ARRANGEMENT,
ADJUSTMENT, WINDING-UP, LIQUIDATION, DISSOLUTION, COMPOSITION OR OTHER RELIEF
WITH RESPECT TO IT OR ITS DEBTS, OR (B) SEEKING APPOINTMENT OF A RECEIVER,
TRUSTEE, CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ALL OR ANY
SUBSTANTIAL PART OF ITS ASSETS, OR SUCH BORROWER OR ANY OF ITS SIGNIFICANT
SUBSIDIARIES SHALL MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS;
OR (II) THERE SHALL BE COMMENCED AGAINST EITHER BORROWER OR ANY OF ITS
SIGNIFICANT SUBSIDIARIES ANY CASE, PROCEEDING OR OTHER ACTION OF A NATURE
REFERRED TO IN CLAUSE (I) ABOVE WHICH (A) RESULTS IN THE ENTRY OF AN ORDER FOR
RELIEF OR ANY SUCH ADJUDICATION OR APPOINTMENT OR (B) REMAINS UNDISMISSED,
UNDISCHARGED OR UNBONDED FOR A PERIOD OF 90 DAYS; OR
(G)
ANY ACTION IS UNDERTAKEN TO TERMINATE ANY PLAN AS TO WHICH EITHER
BORROWER, OR ANY SUBSIDIARY OF EITHER BORROWER, MAY HAVE LIABILITY, OR ANY SUCH
PLAN IS TERMINATED OR SUCH BORROWER OR SUBSIDIARY WITHDRAWS FROM SUCH PLAN, OR
ANY REPORTABLE EVENT AS TO ANY SUCH PLAN SHALL OCCUR, AND THERE SHALL EXIST A
DEFICIENCY IN THE ASSETS AVAILABLE TO SATISFY THE BENEFITS GUARANTEEABLE UNDER
ERISA WITH RESPECT TO SUCH PLAN, IN THE AGGREGATE FOR ALL SUCH PLANS WITH
RESPECT TO WHICH ANY OF THE FOREGOING SHALL HAVE OCCURRED IN THE IMMEDIATELY
PRECEDING 12 CONSECUTIVE MONTHS, OF MORE THAN 25% OF THE CONSOLIDATED NET WORTH
OF SUCH BORROWER AND IN THE REASONABLE JUDGMENT OF THE REQUIRED BANKS, SUCH
OCCURRENCE IS REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWERS; OR
(H)
ANY PERSON SHALL OWN BENEFICIALLY, DIRECTLY OR INDIRECTLY, 30% OR
MORE OF THE COMMON STOCK OF THE COMPANY; OR ANY PERSON SHALL HAVE THE POWER,
DIRECT OR INDIRECT, TO VOTE SECURITIES HAVING 30% OR MORE OF THE ORDINARY VOTING
POWER FOR THE ELECTION OF DIRECTORS OF THE COMPANY OR SHALL OWN BENEFICIALLY,
DIRECTLY OR INDIRECTLY, SECURITIES HAVING SUCH POWER, PROVIDED THAT THERE SHALL
NOT BE INCLUDED AMONG THE SECURITIES AS TO WHICH