BORROWER'S AND ITS
SUBSIDIARIES' AND THEIR ERISA AFFILIATES' VARIOUS LIABILITIES (SUCH LIABILITIES
TO INCLUDE, WITHOUT LIMITATION, ANY LIABILITY TO THE PBGC OR TO ANY OTHER PARTY
UNDER SECTION 4062, 4063 OR 4064 OF ERISA WITH RESPECT TO ANY PLAN, OR TO ANY
MULTIEMPLOYER PLAN UNDER SECTION 4201 ET SEQ, OF ERISA) AS A RESULT OF SUCH
EVENTS LISTED IN SUBCLAUSES (A) THROUGH (E) ABOVE EXCEEDS $10,000,000; OR (II)
EITHER (A) A FOREIGN GOVERNMENTAL AUTHORITY HAS INSTITUTED PROCEEDINGS TO
TERMINATE A FOREIGN PENSION PLAN OR A FOREIGN GOVERNMENTAL AUTHORITY HAS
APPOINTED A TRUSTEE TO ADMINISTER ANY FOREIGN PENSION PLAN IN PLACE OF THE
EXISTING ADMINISTRATOR, IN EACH CASE BY REASON OF A DISTRESS TERMINATION WITHIN
THE MEANING OF SECTION 4041(C) OF ERISA, TREATING SUCH FOREIGN PENSION PLAN AS
IF IT WERE SUBJECT TO ERISA; OR (B) ANY FOREIGN PENSION PLAN THAT IS REQUIRED BY
APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER FUNDING VEHICLE HAS FAILED TO
COMPLY WITH SUCH FUNDING REQUIREMENTS; IF, AS OF THE DATE THEREOF OR AS OF ANY
SUBSEQUENT DATE, THE SUM OF EACH OF BORROWER'S AND ITS SUBSIDIARIES' VARIOUS
LIABILITIES TO ANY FOREIGN PENSION PLAN SOLELY AS A RESULT OF SUCH EVENTS LISTED
IN SUBCLAUSES (A) AND (B) OF THIS CLAUSE (II) EXCEEDS THE DOLLAR EQUIVALENT OF
$10,000,000; OR
(J)
CHANGE IN CONTROL.
A CHANGE OF CONTROL SHALL OCCUR; OR
(K)
SECURITY DOCUMENTS; GUARANTEES.
(I) AT ANY TIME AFTER THE
EXECUTION AND DELIVERY THEREOF, ANY OF THE SECURITY DOCUMENTS SHALL CEASE TO BE
IN FULL FORCE AND EFFECT (OTHER THAN AS A RESULT OF THE ACTIONS TAKEN BY THE
COLLATERAL AGENT) OR SHALL CEASE TO GIVE THE COLLATERAL AGENT FOR THE BENEFIT OF
THE LENDERS THE LIENS, RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE CREATED
THEREBY (INCLUDING, WITHOUT LIMITATION, A FIRST PRIORITY PERFECTED SECURITY
INTEREST IN,
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AND LIEN ON, ALL OF THE COLLATERAL), IN FAVOR OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES SUBJECT TO NO OTHER LIENS (EXCEPT TO THE EXTENT
EXPRESSLY PERMITTED HEREIN OR THEREIN); OR (II) ANY GUARANTY OR ANY PROVISION
THEREOF SHALL (OTHER THAN AS A RESULT OF THE ACTIONS TAKEN BY ADMINISTRATIVE
AGENT OR THE LENDERS TO RELEASE SUCH GUARANTY) CEASE TO BE IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH ITS TERMS, OR ANY CREDIT PARTY OR ANY PERSON ACTING BY
OR ON BEHALF OF SUCH GUARANTOR SHALL DENY OR DISAFFIRM SUCH CREDIT PARTY'S
OBLIGATIONS UNDER ANY GUARANTY.
If any of the foregoing Events of Default shall have occurred and be continuing,
Administrative Agent, at the written direction of the Required Lenders, shall
take one or more of the following actions:
(i) by written or oral or telephonic
notice (in the case of oral or telephonic notice confirmed in writing
immediately thereafter) to Borrower declare all sums then owing by Borrower
hereunder and under the Loan Documents to be forthwith due and payable,
whereupon all such sums shall become and be immediately due and payable without
presentment, demand, protest or notice of any