SUCH ACTION HAS BEEN TAKEN BY PBGC WITH RESPECT
TO SUCH MULTIEMPLOYER PLAN;
(IV)
THE COMPLETE OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER PLAN BY
BORROWER OR ANY ERISA AFFILIATE OF BORROWER THAT RESULTS IN MATERIAL LIABILITY
UNDER SECTION 4201 OR 4204 OF ERISA (INCLUDING THE OBLIGATION TO SATISFY
SECONDARY LIABILITY AS A RESULT OF A PURCHASER DEFAULT) OR THE RECEIPT BY
BORROWER OR ANY ERISA AFFILIATE OF BORROWER OF NOTICE FROM A MULTIEMPLOYER PLAN
THAT IT IS IN REORGANIZATION OR INSOLVENCY PURSUANT TO SECTION 4241 OR 4245 OF
ERISA OR THAT IT INTENDS TO TERMINATE OR HAS TERMINATED UNDER SECTION 4041A OF
ERISA;
(V)
THE INSTITUTION OF A PROCEEDING BY A FIDUCIARY OF ANY
MULTIEMPLOYER PLAN AGAINST BORROWER OR ANY ERISA AFFILIATE OF BORROWER TO
ENFORCE SECTION 515 OF ERISA, WHICH PROCEEDING IS NOT DISMISSED WITHIN THIRTY
(30) DAYS;
(VI)
THE ADOPTION OF AN AMENDMENT TO ANY PLAN THAT, PURSUANT TO
SECTION 401(A)(29) OF THE CODE OR SECTION 307 OF ERISA, WOULD RESULT IN THE LOSS
OF TAX-EXEMPT STATUS OF THE TRUST OF WHICH SUCH PLAN IS A PART IF BORROWER OR AN
ERISA AFFILIATE OF BORROWER FAILS TO TIMELY PROVIDE SECURITY TO THE PLAN IN
ACCORDANCE WITH THE PROVISIONS OF SAID SECTIONS; AND
(VII)
THE IMPOSITION OF A LIEN OR A SECURITY INTEREST IN CONNECTION WITH
A PLAN.
(V)
INTENTIONALLY OMITTED.
(W)
SECONDARY MARKET TRANSACTION. BORROWER ACKNOWLEDGES THAT LENDER AND
ITS SUCCESSORS AND ASSIGNS MAY (I) SELL ALL OR ANY PORTIONS OF THE LOAN OR THE
NOTES IN ONE OR MORE TRANSACTIONS THROUGH THE ISSUANCE OF SECURITIES, WHICH
SECURITIES MAY BE RATED BY THE RATING AGENCIES, (II) SELL OR PARTICIPATE THE
LOAN OR THE NOTES TO ONE OR MORE INVESTORS, (III) DEPOSIT ALL OR ANY PORTION OF
THE LOAN OR THE NOTES WITH ONE OR MORE TRUSTS, WHICH TRUSTS MAY SELL
CERTIFICATES TO INVESTORS EVIDENCING AN OWNERSHIP INTEREST IN THE TRUST ASSETS,
(IV) SELL OR OTHERWISE TRANSFER THE LOAN, THE NOTES OR ANY PORTION OF THE LOAN
OR THE NOTES ONE OR MORE TIMES, (V) RE-SECURITIZE THE SECURITIES ISSUED IN
CONNECTION WITH ANY SECURITIZATION, OR (VI) FURTHER DIVIDE THE LOAN OR THE NOTES
INTO TWO OR MORE SEPARATE NOTES OR COMPONENTS WHICH MAY TAKE THE FORM OF
SENIOR/JUNIOR/MEZZANINE NOTES OR COMPONENTS OR SENIOR/SUBORDINATE NOTES OR
COMPONENTS OR MULTIPLE COMPONENTS OF ANY SUCH DIVISION, AND WHICH MAY BE SECURED
BY ONE OR MORE OR A COMBINATION OF MORTGAGES OF REAL PROPERTY INTERESTS AND/OR
PLEDGES OF DIRECT AND/OR INDIRECT EQUITY INTERESTS IN ANY BORROWER (THE
TRANSACTIONS REFERRED TO IN CLAUSES (I) THROUGH (VI) ABOVE ARE HEREINAFTER EACH
REFERRED TO AS A "SECONDARY MARKET TRANSACTION"). BORROWER SHALL COOPERATE WITH
LENDER IN ATTEMPTING TO EFFECT OR EFFECTING ANY SUCH SECONDARY MARKET
TRANSACTION AND SHALL COOPERATE IN ATTEMPTING TO IMPLEMENT OR IMPLEMENTING ALL
REQUIREMENTS IMPOSED BY ANY RATING AGENCY INVOLVED IN ANY SECONDARY MARKET
TRANSACTION, INCLUDING BUT NOT LIMITED TO,
(I)
PROVIDING LENDER AN ESTOPPEL CERTIFICATE AND SUCH INFORMATION,
LEGAL OPINIONS AND DOCUMENTS (INCLUDING UPDATED NON-CONSOLIDATION OPINIONS)
91
RELATING TO BORROWER, THE GUARANTOR,