TO
THE AGENT OR ANY LENDER FOR THE PURPOSES OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY SUCH OTHER LOAN DOCUMENT (INCLUDING ANY CERTIFICATES DELIVERED PURSUANT
TO ARTICLE V) IS OR SHALL BE INCORRECT WHEN MADE IN ANY MATERIAL RESPECT.
SECTION 8.1.3.
NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.
THE
BORROWER SHALL DEFAULT IN THE DUE PERFORMANCE AND OBSERVANCE OF ANY OF ITS
OBLIGATIONS UNDER CLAUSE (A) OF SECTION 7.1.2 (WITH RESPECT TO THE MAINTENANCE
AND PRESERVATION OF THE BORROWER'S CORPORATE EXISTENCE) OR UNDER SECTION 7.1.6,
OR THE BORROWER SHALL DEFAULT IN THE DUE PERFORMANCE AND OBSERVANCE OF ITS
OBLIGATIONS UNDER SECTION 7.2, AND SUCH DEFAULT (IF CAPABLE OF BEING REMEDIED
WITHIN SUCH PERIOD) SHALL NOT BE REMEDIED WITHIN FIVE BUSINESS DAYS AFTER ANY
OFFICER OF THE BORROWER OBTAINS ACTUAL KNOWLEDGE THEREOF.
SECTION 8.1.4.
NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS.
THE
BORROWER SHALL DEFAULT IN THE DUE PERFORMANCE AND OBSERVANCE OF ANY OTHER
AGREEMENT CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, AND SUCH DEFAULT SHALL
CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE THEREOF SHALL HAVE BEEN
GIVEN TO THE BORROWER BY THE AGENT OR ANY LENDER.
SECTION 8.1.5.
DEFAULT ON OTHER INDEBTEDNESS.
A DEFAULT SHALL OCCUR IN THE
PAYMENT WHEN DUE (SUBJECT TO ANY APPLICABLE GRACE PERIOD), WHETHER BY
ACCELERATION OR OTHERWISE, OF ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS
DESCRIBED IN SECTION 8.1.1) OF THE BORROWER OR ANY OF ITS SUBSIDIARIES HAVING A
PRINCIPAL AMOUNT, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $15,000,000, OR
A DEFAULT SHALL OCCUR IN THE PERFORMANCE OR OBSERVANCE OF ANY OBLIGATION OR
CONDITION WITH RESPECT TO SUCH INDEBTEDNESS (WHETHER OR NOT WAIVED) IF THE
EFFECT OF SUCH DEFAULT IS TO ACCELERATE THE MATURITY OF ANY SUCH INDEBTEDNESS OR
SUCH DEFAULT (WHETHER OR NOT WAIVED) SHALL CONTINUE UNREMEDIED FOR ANY
APPLICABLE PERIOD OF TIME SUFFICIENT TO PERMIT THE HOLDER OR
51
HOLDERS OF SUCH INDEBTEDNESS, OR ANY TRUSTEE OR AGENT FOR SUCH HOLDERS, TO CAUSE
SUCH INDEBTEDNESS TO BECOME DUE AND PAYABLE PRIOR TO ITS EXPRESSED MATURITY.
SECTION 8.1.6.
JUDGMENTS.
ANY JUDGMENT OR ORDER FOR THE PAYMENT OF MONEY IN
EXCESS OF $15,000,000 SHALL BE RENDERED AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES AND EITHER
(A)
ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN
COMMENCED BY ANY CREDITOR UPON SUCH JUDGMENT OR ORDER; OR
(B)
THERE SHALL BE ANY PERIOD OF 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.
SECTION 8.1.7.
PENSION PLANS.
ANY OF THE FOLLOWING EVENTS SHALL OCCUR WITH
RESPECT TO ANY PENSION PLAN
(A)
THE INSTITUTION OF ANY STEPS BY THE
BORROWER, ANY MEMBER OF ITS CONTROLLED GROUP OR ANY OTHER PERSON TO TERMINATE A
PENSION PLAN IF, AS A RESULT OF SUCH TERMINATION, THE BORROWER OR ANY SUCH
MEMBER COULD REASONABLY BE REQUIRED TO MAKE A CONTRIBUTION TO SUCH PENSION PLAN,
OR COULD REASONABLY EXPECT TO INCUR A LIABILITY OR OBLIGATION TO SUCH PENSION
PLAN, IN EXCESS OF $5,000,000; OR