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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.1
Events of Default.
Each of the following events
constitutes an Event of Default under this Agreement:
(A)
ANY RESTRICTED PERSON FAILS TO PAY ANY PRINCIPAL COMPONENT OF ANY
OBLIGATION WHEN DUE AND PAYABLE;
(B)
ANY RESTRICTED PERSON FAILS TO PAY ANY PAYMENT OF INTEREST OR FEES
ON THE DATE WHICH SUCH PAYMENT IS DUE AND SUCH FAILURE CONTINUES FOR A PERIOD OF
THREE (3) DAYS;
(C)
ANY RESTRICTED PERSON FAILS TO PAY ANY OBLIGATION (OTHER THAN THE
OBLIGATIONS IN SUBSECTIONS (A) AND (B) ABOVE) WITHIN THREE BUSINESS DAYS AFTER
THE SAME BECOMES DUE AND PAYABLE, WHETHER AT A DATE FOR THE PAYMENT OF A FIXED
INSTALLMENT OR AS A CONTINGENT OR OTHER PAYMENT BECOMES DUE AND PAYABLE OR AS A
RESULT OF ACCELERATION OR OTHERWISE;
(D)
ANY "DEFAULT" OR "EVENT OF DEFAULT" OCCURS UNDER ANY LOAN DOCUMENT
WHICH DEFINES EITHER SUCH TERM, AND THE SAME IS NOT REMEDIED WITHIN THE
APPLICABLE PERIOD OF GRACE (IF ANY) PROVIDED IN SUCH LOAN DOCUMENT;
(E)
ANY RESTRICTED PERSON FAILS TO DULY OBSERVE, PERFORM OR COMPLY
WITH ANY COVENANT, AGREEMENT OR PROVISION OF ARTICLE VII;
(F)
ANY RESTRICTED PERSON FAILS (OTHER THAN AS REFERRED TO IN
SUBSECTIONS (A), (B), (C), (D) OR (E) ABOVE) TO DULY OBSERVE, PERFORM OR COMPLY
WITH ANY COVENANT, AGREEMENT, CONDITION OR PROVISION OF ANY LOAN DOCUMENT, AND
SUCH FAILURE REMAINS UNREMEDIED FOR A PERIOD OF THIRTY (30) DAYS AFTER NOTICE OF
SUCH FAILURE IS GIVEN BY AGENT TO BORROWER;
(G)
ANY REPRESENTATION OR WARRANTY PREVIOUSLY, PRESENTLY OR HEREAFTER
MADE IN WRITING BY OR ON BEHALF OF ANY RESTRICTED PERSON IN CONNECTION WITH ANY
LOAN DOCUMENT SHALL PROVE TO HAVE BEEN FALSE OR INCORRECT IN ANY MATERIAL
RESPECT ON ANY DATE ON OR AS OF WHICH MADE, OR ANY LOAN DOCUMENT AT ANY TIME
CEASES TO BE VALID, BINDING AND ENFORCEABLE AS WARRANTED IN SECTION 5.5 FOR ANY
REASON OTHER THAN ITS RELEASE OR SUBORDINATION BY AGENT;
(H)
ANY RESTRICTED PERSON (I) FAILS TO PAY ANY PORTION, WHEN SUCH
PORTION IS DUE, OF ANY OF ITS INDEBTEDNESS IN EXCESS OF $10,000,000, OR (II)
BREACHES OR DEFAULTS IN THE PERFORMANCE OF ANY AGREEMENT OR INSTRUMENT BY WHICH
ANY SUCH INDEBTEDNESS IS ISSUED, EVIDENCED, GOVERNED, OR SECURED, AND ANY SUCH
FAILURE, BREACH OR DEFAULT CONTINUES BEYOND ANY APPLICABLE PERIOD OF GRACE
PROVIDED THEREFOR;
(I)
EITHER (I) ANY "ACCUMULATED FUNDING DEFICIENCY" (AS DEFINED IN
SECTION 412(A) OF THE INTERNAL REVENUE CODE) IN EXCESS OF $10,000,000 EXISTS
WITH RESPECT TO ANY ERISA PLAN, WHETHER OR NOT WAIVED BY THE SECRETARY OF THE
TREASURY OR HIS DELEGATE, OR (II) ANY TERMINATION EVENT OCCURS WITH RESPECT TO
ANY ERISA PLAN AND THE THEN CURRENT VALUE OF SUCH ERISA PLAN'S BENEFIT
LIABILITIES EXCEEDS THE THEN CURRENT VALUE OF SUCH ERISA PLAN'S ASSETS AVAILABLE
FOR THE PAYMENT OF SUCH BENEFIT LIABILITIES BY MORE THAN $10,000,000 (OR IN THE
CASE OF A TERMINATION
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EVENT INVOLVING THE WITHDRAWAL OF A SUBSTANTIAL EMPLOYER, THE WITHDRAWING