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 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
55
SUCH PENSION PLAN, OR COULD REASONABLY EXPECT TO INCUR A LIABILITY OR OBLIGATION
TO SUCH PENSION PLAN, IN EXCESS OF $5,000,000; OR
(B)
A CONTRIBUTION FAILURE OCCURS WITH RESPECT TO ANY PENSION PLAN
SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA WHICH IS NOT
CURED WITHIN 20 DAYS FROM THE DATE SUCH CONTRIBUTION WAS DUE.
SECTION 8.1.8.
CONTROL OF THE BORROWER.
ANY CHANGE IN CONTROL SHALL OCCUR.
SECTION 8.1.9.
BANKRUPTCY, INSOLVENCY, ETC.
THE BORROWER OR ANY OF ITS
SUBSIDIARIES THAT ARE PRINCIPAL SUBSIDIARIES SHALL
(A)
BECOME INSOLVENT OR GENERALLY FAIL TO PAY, OR ADMIT IN WRITING ITS
INABILITY TO PAY, DEBTS AS THEY BECOME DUE;
(B)
APPLY FOR, CONSENT TO, OR ACQUIESCE IN, THE APPOINTMENT OF A
TRUSTEE, RECEIVER, SEQUESTRATOR OR OTHER CUSTODIAN FOR THE BORROWER OR ANY OF
SUCH SUBSIDIARIES OR A SUBSTANTIAL PART OF ANY PROPERTY OF ANY THEREOF, OR MAKE
A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(C)
IN THE ABSENCE OF SUCH APPLICATION, CONSENT OR ACQUIESCENCE,
PERMIT OR SUFFER TO EXIST THE APPOINTMENT OF A TRUSTEE, RECEIVER, SEQUESTRATOR
OR OTHER CUSTODIAN FOR THE BORROWER OR ANY OF SUCH SUBSIDIARIES OR FOR A
SUBSTANTIAL PART OF THE PROPERTY OF ANY THEREOF, AND SUCH TRUSTEE, RECEIVER,
SEQUESTRATOR OR OTHER CUSTODIAN SHALL NOT BE DISCHARGED WITHIN 60 DAYS, PROVIDED
THAT THE BORROWER AND EACH SUCH SUBSIDIARY HEREBY EXPRESSLY AUTHORIZES THE AGENT
AND EACH LENDER TO APPEAR IN ANY COURT CONDUCTING ANY RELEVANT PROCEEDING DURING
SUCH 60-DAY PERIOD TO PRESERVE, PROTECT AND DEFEND THEIR RIGHTS UNDER THE LOAN
DOCUMENTS;
(D)
PERMIT OR SUFFER TO EXIST THE COMMENCEMENT OF ANY BANKRUPTCY,
REORGANIZATION, DEBT