SUBSIDIARY GUARANTEE OR ANY OTHER CREDIT
DOCUMENT IS MATERIALLY FALSE ON THE DATE AS OF WHICH IT WAS MADE.
11.1.5
CROSS DEFAULT, ETC.
(A)
ANY BORROWER OR ANY SUBSIDIARY FAILS TO MAKE ANY PAYMENT WHEN DUE
(AFTER GIVING EFFECT TO ANY APPLICABLE GRACE PERIODS) IN RESPECT OF ANY
INDEBTEDNESS (OTHER THAN THE CREDIT OBLIGATIONS) OUTSTANDING IN AN AGGREGATE
AMOUNT OF PRINCIPAL (WHETHER OR NOT DUE) AND ACCRUED INTEREST EXCEEDING
$5,000,000;
(B)
ANY BORROWER OR ANY SUBSIDIARY FAILS TO PERFORM OR OBSERVE THE
TERMS OF ANY AGREEMENT OR INSTRUMENT RELATING TO SUCH INDEBTEDNESS AND SUCH
FAILURE CONTINUES, WITHOUT HAVING BEEN DULY CURED, WAIVED OR CONSENTED TO,
BEYOND THE PERIOD OF GRACE, IF ANY, SPECIFIED IN SUCH AGREEMENT OR INSTRUMENT,
AND SUCH FAILURE PERMITS THE ACCELERATION OF SUCH INDEBTEDNESS;
(C)
ALL OR ANY PART OF SUCH INDEBTEDNESS IS ACCELERATED OR BECOMES DUE
OR PAYABLE PRIOR TO ITS STATED MATURITY (EXCEPT WITH RESPECT TO VOLUNTARY
PREPAYMENTS THEREOF) FOR ANY REASON WHATSOEVER; OR
(D)
ANY LIEN ON ANY PROPERTY OF ANY BORROWER OR ANY SUBSIDIARY
SECURING ANY SUCH INDEBTEDNESS IS ENFORCED BY FORECLOSURE OR SIMILAR ACTION.
11.1.6
FINAL JUDGMENT.
ANY ONE OR MORE FINAL JUDGMENTS, ORDERS OR DECREES
FOR THE PAYMENT OF MONEY IN EXCESS OF $10,000,000 (WHETHER SINGLY OR IN THE
AGGREGATE) TO THE EXTENT NOT COVERED BY INSURANCE IS RENDERED AGAINST ANY
BORROWER OR ANY MATERIAL SUBSIDIARY AND THE BORROWERS AND THE MATERIAL
SUBSIDIARIES DO NOT DISCHARGE THE SAME OR PROVIDE FOR ITS DISCHARGE IN
ACCORDANCE WITH ITS TERMS, OR PROCURE A STAY OF EXECUTION THEREOF PENDING
APPEAL, WITHIN FORTY-FIVE (45) DAYS AFTER THE DATE OF ENTRY THEREOF; OR ANY
EXECUTION OR ATTACHMENT SHALL BE ISSUED WHEREBY ANY SUBSTANTIAL PART OF THE
PROPERTY OF ANY BORROWER OR ANY MATERIAL SUBSIDIARY SHALL BE TAKEN OR ATTEMPTED
TO BE TAKEN AND THE SAME SHALL NOT HAVE BEEN VACATED OR STAYED WITHIN FORTY-FIVE
(45) DAYS AFTER THE ISSUANCE THEREOF.
11.1.7
CHANGE OF CONTROL.
A CHANGE OF CONTROL OCCURS.
11.1.8
ENFORCEABILITY, ETC.
ANY CREDIT DOCUMENT, INCLUDING ANY SUBSIDIARY
GUARANTEE, CEASES FOR ANY REASON (OTHER THAN THE SCHEDULED TERMINATION THEREOF
IN ACCORDANCE WITH ITS TERMS) TO BE IN FULL FORCE AND EFFECT AND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS; OR ANY PARTY TO ANY CREDIT DOCUMENT SHALL SO ASSERT
IN A JUDICIAL OR SIMILAR PROCEEDING; OR ANY MATERIAL SUBSIDIARY OR OTHER PARTY
TO A CREDIT DOCUMENT SHALL REVOKE ANY SUBSIDIARY GUARANTEE OR OTHER CREDIT
DOCUMENT OR SHALL DENY ANY FURTHER LIABILITY OR OBLIGATION THEREUNDER; OR ANY
SECURITY INTERESTS HEREAFTER CREATED BY THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENTS SHALL CEASE TO BE ENFORCEABLE AND OF THE SAME EFFECT AND PRIORITY
PURPORTED TO BE CREATED THEREBY.
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11.1.9
ERISA EVENTS.
(A)
ANY ERISA EVENT IF AS A RESULT OF SUCH
ERISA EVENT (I) AN ERISA GROUP PERSON WOULD BE REQUIRED TO MAKE A CONTRIBUTION
TO A PENSION PLAN OR WOULD INCUR A LIABILITY OR OBLIGATION TO SUCH PENSION PLAN
IN EXCESS OF $10,000,000; OR (II) A CONTRIBUTION FAILURE OCCURS WITH RESPECT TO
ANY PENSION PLAN SUFFICIENT TO