OF THE ACTIONS SET FORTH IN THIS SECTION
7.1(E).
(F)
JUDGMENTS AND ATTACHMENTS.
ANY FINAL JUDGMENT (OR JUDGMENTS) OR
MONEY JUDGMENT (OR JUDGMENTS), WRIT OR WARRANT OF ATTACHMENT, OR SIMILAR PROCESS
INVOLVING IN EXCESS OF $5,000,000 (TO THE EXTENT NOT COVERED BY INSURANCE WHICH
IS CONFIRMED IN WRITING BY THE INSURERS OR AGENTS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES AS COVERING SUCH JUDGMENT OR PROCESS) IN THE AGGREGATE SHALL BE
ENTERED OR FILED AGAINST ANY LOAN PARTY OR SUBSIDIARY OF THE BORROWER OR ANY OF
THEIR RESPECTIVE ASSETS AND EITHER (1) SHALL REMAIN UNDISCHARGED, UNPAID,
UNVACATED, UNBONDED OR UNSTAYED FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE
OF ITS ENTRY, OR (2) THERE SHALL BE ANY PERIOD OF THIRTY (30) CONSECUTIVE DAYS
DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT OR ORDER, BY REASON OF A
PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN EFFECT.
(G)
ERISA TERMINATION EVENT.
ANY TERMINATION EVENT OCCURS WHICH THE
MAJORITY LENDERS REASONABLY BELIEVE COULD HAVE A MATERIAL ADVERSE EFFECT.
(H)
ERISA WAIVER.
IF THE PLAN ADMINISTRATOR OF ANY PLAN APPLIES UNDER
SECTION 412(D) OF THE IRC FOR A WAIVER OF THE MINIMUM FUNDING STANDARDS OF
SECTION 412(A) OF THE IRC AND THE MAJORITY LENDERS REASONABLY BELIEVE THAT THE
BUSINESS HARDSHIP UPON WHICH THE APPLICATION FOR SUCH WAIVER IS BASED COULD HAVE
A MATERIAL ADVERSE EFFECT.
(I)
TERMINATION OF DOCUMENTS; FAILURE OF SECURITY.
ANY OF THE LOAN
DOCUMENTS SHALL CEASE FOR ANY REASON (OTHER THAN BY REASON OF ANY ACTION OR
INACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER) TO BE IN FULL FORCE AND
EFFECT AGAINST ANY LOAN PARTY (OTHER
66
THAN IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF), OR ANY LOAN PARTY SHALL
DISAVOW ITS OBLIGATIONS UNDER, OR SHALL CONTEST THE VALIDITY OR ENFORCEABILITY
OF, ANY OF THE LOAN DOCUMENTS OR THE OBLIGATIONS, OR ANY MATERIAL LIEN INTENDED
TO BE CREATED THEREBY CEASES TO BE OR IS NOT VALID AND PERFECTED IN ANY MATERIAL
RESPECT (OTHER THAN IN ACCORDANCE WITH SECTION 8.10); OR ANY SUCH LIEN SHALL BE
SUBORDINATED OR SHALL NOT HAVE THE PRIORITY CONTEMPLATED BY THIS AGREEMENT, ANY
OF THE OTHER LOAN DOCUMENTS, FOR ANY REASON, OR ANY LOAN PARTY OR AFFILIATE
THEREOF SHALL INSTITUTE ANY ACTION SEEKING A DETERMINATION OF ANY OF THE
FOREGOING, OR THE SUBORDINATION PROVISIONS OF THE NOTE INDENTURE SHALL FAIL TO
BE IN FULL FORCE AND EFFECT.
(J)
CHANGE IN CONTROL.
ANY OF THE FOLLOWING EVENTS OCCUR:
(I)
(A) ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE USED IN SECTIONS
13(D) AND 14(D) OF THE 1934 ACT, BUT EXCLUDING ANY EMPLOYEE BENEFIT PLAN OF SUCH
PERSON OR ITS SUBSIDIARIES, AND ANY PERSON OR ENTITY ACTING IN ITS CAPACITY AS
TRUSTEE, AGENT OR OTHER FIDUCIARY OR ADMINISTRATOR OF ANY SUCH PLAN) OTHER THAN
ONE OR MORE PRINCIPALS OR THEIR RELATED PARTIES BECOMES THE BENEFICIAL OWNER,
DIRECTLY OR INDIRECTLY, OF MORE THAN 35% OF THE VOTING STOCK OF THE BORROWER
(MEASURED BY THE VOTING POWER RATHER THAN THE NUMBER OF SHARES);