REGARD TO WHETHER
ANY NOTICE OF ACCELERATION OR SIMILAR NOTICE IS REQUIRED), ANY SUCH INDEBTEDNESS
TO BECOME DUE OR BE REPAID PRIOR TO ITS STATED MATURITY OR (III) ANY SUCH
INDEBTEDNESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL BE DECLARED TO BE
DUE AND PAYABLE, OR REQUIRED TO BE PREPAID (OTHER THAN SUCH INDEBTEDNESS THAT IS
REQUIRED TO BE PREPAID UPON A "CHANGE OF CONTROL" UNDER A PUBLIC NOTE DOCUMENT
THAT WOULD NOT CAUSE A CHANGE OF CONTROL HEREUNDER) OTHER THAN BY A REGULARLY
SCHEDULED REQUIRED PREPAYMENT (OTHER THAN WITH PROCEEDS OF THE EVENT GIVING RISE
TO SUCH PREPAYMENT), PRIOR TO THE STATED MATURITY THEREOF; OR
(H)
INVALIDITY OF SUBORDINATION PROVISIONS.
THE SUBORDINATION
PROVISIONS OF ANY AGREEMENT OR INSTRUMENT GOVERNING THE SENIOR SUBORDINATED NOTE
(2013) DOCUMENTS, THE SENIOR SUBORDINATED NOTE (2014) DOCUMENTS, THE SENIOR
SUBORDINATED NOTE (2015) DOCUMENTS OR ANY OTHER SUBORDINATED INDEBTEDNESS IN
EXCESS OF $50,000,000 IS FOR ANY REASON REVOKED OR INVALIDATED, OR OTHERWISE
CEASE TO BE IN FULL FORCE AND EFFECT, ANY PERSON CONTESTS IN ANY MANNER THE
VALIDITY OR ENFORCEABILITY THEREOF OR DENIES THAT IT HAS ANY FURTHER LIABILITY
OR OBLIGATION THEREUNDER, OR THE LOANS AND THE OTHER OBLIGATIONS HEREUNDER
ENTITLED TO RECEIVE THE BENEFITS OF ANY LOAN DOCUMENT IS FOR ANY REASON
SUBORDINATED OR DOES NOT HAVE THE PRIORITY CONTEMPLATED BY THIS AGREEMENT OR
SUCH SUBORDINATION PROVISIONS; OR
(I)
JUDGMENTS. ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED
AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES INVOLVING, INDIVIDUALLY OR IN
THE AGGREGATE, A LIABILITY (TO THE EXTENT NOT PAID OR COVERED BY A REPUTABLE
INSURANCE COMPANY OR INDEMNITOR AS TO WHICH COVERAGE OR INDEMNIFICATION, AS THE
CASE MAY BE, HAS NOT BEEN DISCLAIMED) OF $50,000,000 OR MORE AND ALL SUCH
JUDGMENTS OR DECREES SHALL NOT HAVE BEEN VACATED, DISCHARGED, SATISFIED, STAYED
OR BONDED PENDING APPEAL WITHIN THIRTY (30) DAYS FROM THE ENTRY THEREOF; OR
(J)
SECURITY DOCUMENTS.
AT ANY TIME AFTER THE EXECUTION AND DELIVERY
THEREOF, ANY OF THE SECURITY DOCUMENTS SHALL CEASE TO BE IN FULL FORCE AND
(OTHER THAN AS PERMITTED PURSUANT TO THE PROVISIONS THEREOF OR HEREOF) CEASE TO
CREATE A VALID AND PERFECTED LIEN ON AND SECURITY INTEREST IN, ANY MATERIAL
PORTION OF THE COLLATERAL HAVING THE LIEN PRIORITY REQUIRED BY THIS AGREEMENT
AND THE SECURITY DOCUMENTS; OR
127
(K)
GUARANTIES.
ANY GUARANTY OR ANY PROVISION THEREOF SHALL (OTHER
THAN AS A RESULT OF THE ACTIONS TAKEN BY THE ADMINISTRATIVE AGENT OR THE LENDERS
TO RELEASE SUCH GUARANTY) CEASE TO BE IN FULL FORCE AND EFFECT IN ACCORDANCE
WITH ITS TERMS (OTHER THAN AS PERMITTED PURSUANT TO THE TERMS HEREOF AND
THEREOF), 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; OR
(L)
ERISA.
(A) EITHER (I) ANY REPORTABLE EVENT WHICH THE REQUIRED
LENDERS DETERMINE CONSTITUTES REASONABLE GROUNDS FOR THE TERMINATION OF ANY PLAN
BY THE PBGC OR OF ANY MULTIEMPLOYER PLAN OR FOR THE APPOINTMENT BY THE
APPROPRIATE UNITED