OF ITS SUBSIDIARIES SHALL (A) DEFAULT IN
ANY PAYMENT WITH RESPECT TO ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) BEYOND
THE PERIOD OF GRACE, IF ANY, APPLICABLE THERETO OR (B) DEFAULT IN THE OBSERVANCE
OR PERFORMANCE OF ANY AGREEMENTS OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS
OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING
THERETO, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST FOR SUCH PERIOD OF
TIME AS WOULD PERMIT (ASSUMING THE GIVING OF APPROPRIATE NOTICE IF REQUIRED) THE
HOLDER OR HOLDERS THEREOF OR OF ANY OBLIGATIONS ISSUED THEREUNDER TO ACCELERATE
THE MATURITY OF SUCH INDEBTEDNESS OR (II) ANY SUCH INDEBTEDNESS OF SUCH BORROWER
OR ANY OF ITS SUBSIDIARIES SHALL BE DECLARED TO BE DUE AND PAYABLE, OR REQUIRED
TO BE PREPAID OTHER THAN BY A REGULARLY SCHEDULED AMORTIZATION PAYMENT OR
REGULARLY REQUIRED MANDATORY PREPAYMENT, PRIOR TO THE STATED MATURITY THEREOF;
PROVIDED THAT IT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNLESS THE PRINCIPAL
AMOUNT OF ANY ONE ISSUE OF SUCH INDEBTEDNESS EXCEEDS $3,000,000 OR THE AGGREGATE
AMOUNT OF ALL INDEBTEDNESS REFERRED TO IN CLAUSES (I) AND (II) ABOVE EXCEEDS
$3,000,000 AT ANY ONE TIME;
(G)
THE PARENT, ANY BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES
SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR ADMIT IN WRITING ITS
INABILITY TO PAY OR GENERALLY FAIL TO PAY ITS DEBTS AS THEY MATURE OR BECOME
DUE, OR SHALL PETITION OR APPLY FOR THE APPOINTMENT OF A TRUSTEE OR OTHER
CUSTODIAN, LIQUIDATOR OR RECEIVER OF SUCH PERSON OR OF ANY SUBSTANTIAL PART OF
THE ASSETS OF SUCH PERSON OR SHALL COMMENCE ANY CASE OR OTHER PROCEEDING
RELATING TO SUCH PERSON UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR LIQUIDATION OR SIMILAR LAW OF
ANY JURISDICTION, NOW OR HEREAFTER IN EFFECT, OR SHALL TAKE ANY ACTION TO
AUTHORIZE OR IN FURTHERANCE OF ANY OF THE FOREGOING, OR IF ANY SUCH PETITION OR
APPLICATION SHALL BE FILED OR ANY SUCH CASE OR OTHER PROCEEDING SHALL BE
COMMENCED AGAINST THE PARENT, ANY BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES SHALL INDICATE ITS APPROVAL THEREOF, CONSENT THERETO OR
ACQUIESCENCE THEREIN OR SUCH PETITION OR APPLICATION SHALL NOT HAVE BEEN
DISMISSED WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE FILING THEREOF;
85
(H)
A DECREE OR ORDER IS ENTERED APPOINTING ANY SUCH TRUSTEE,
CUSTODIAN, LIQUIDATOR OR RECEIVER OR ADJUDICATING THE PARENT, ANY BORROWER OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES BANKRUPT OR INSOLVENT, OR APPROVING A
PETITION IN ANY SUCH CASE OR OTHER PROCEEDING, OR A DECREE OR ORDER FOR RELIEF
IS ENTERED IN RESPECT OF THE PARENT, ANY BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES IN AN INVOLUNTARY CASE UNDER FEDERAL BANKRUPTCY LAWS AS NOW OR
HEREAFTER CONSTITUTED;
(I)
THERE SHALL REMAIN IN FORCE, UNDISCHARGED, UNSATISFIED AND
UNSTAYED, FOR MORE THAN THIRTY (30) CONSECUTIVE DAYS ANY FINAL JUDGMENT AGAINST
ANY BORROWER OR ANY OF ITS SUBSIDIARIES THAT, WITH OTHER OUTSTANDING FINAL
JUDGMENTS, UNDISCHARGED, AGAINST ANY BORROWER OR ANY OF ITS SUBSIDIARIES,
EXCEEDS IN THE AGGREGATE, $1,000,000;
(J)
THE HOLDERS OF