ANY OF ITS
SUBSIDIARIES SHALL TAKE ANY CORPORATE ACTION TO AUTHORIZE ANY OF THE ACTIONS SET
FORTH ABOVE IN THIS SUBSECTION (F); OR
(G)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST EITHER
BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES INVOLVING A LIABILITY OF
$30,000,000 OR MORE IN THE AGGREGATE FOR ALL SUCH JUDGMENTS AND DECREES FOR THE
BORROWERS AND THEIR RESTRICTED SUBSIDIARIES (TO THE EXTENT NOT PAID OR FULLY
COVERED BY INSURANCE PROVIDED BY A CARRIER NOT DISPUTING COVERAGE) AND ANY SUCH
JUDGMENTS OR DECREES SHALL NOT HAVE BEEN SATISFIED, VACATED, DISCHARGED OR
STAYED OR BONDED PENDING APPEAL WITHIN 60 DAYS FROM THE ENTRY THEREOF; OR
(H)
ANY PROVISION OF ANY LOAN DOCUMENT AFTER DELIVERY THEREOF PURSUANT
TO THE EXISTING CREDIT AGREEMENT OR SECTION 3.01 OR 5.01(J) HEREOF SHALL FOR ANY
REASON CEASE TO BE VALID AND BINDING ON OR ENFORCEABLE AGAINST ANY LOAN PARTY
PARTY TO IT, OR ANY SUCH LOAN PARTY SHALL SO STATE IN WRITING; OR
(I)
ANY COLLATERAL DOCUMENT AFTER DELIVERY THEREOF PURSUANT TO THE
EXISTING CREDIT AGREEMENT OR SECTION 3.01 OR 5.01(J) HEREOF SHALL FOR ANY REASON
(OTHER THAN PURSUANT TO THE TERMS THEREOF) CEASE TO CREATE A VALID AND PERFECTED
FIRST PRIORITY LIEN ON AND SECURITY INTEREST IN THE COLLATERAL PURPORTED TO BE
COVERED THEREBY; OR
(J)
ANY CHANGE OF CONTROL SHALL OCCUR; OR
(K)
(I) ANY PLAN SHALL FAIL TO SATISFY THE MINIMUM FUNDING STANDARD
REQUIRED FOR ANY PLAN YEAR OR PART THEREOF OR A WAIVER OF SUCH STANDARD OR
EXTENSION OF ANY AMORTIZATION PERIOD IS SOUGHT OR GRANTED UNDER SECTION 412 OF
THE INTERNAL REVENUE CODE; ANY PLAN IS OR SHALL HAVE BEEN TERMINATED OR IS THE
SUBJECT OF TERMINATION PROCEEDINGS UNDER ERISA (INCLUDING THE GIVING OF WRITTEN
NOTICE THEREOF); AN EVENT SHALL HAVE OCCURRED OR A CONDITION SHALL EXIST IN
EITHER CASE ENTITLING THE PBGC TO TERMINATE ANY PLAN OR TO APPOINT A TRUSTEE TO
ADMINISTER ANY PLAN (INCLUDING THE GIVING OF WRITTEN NOTICE THEREOF); ANY PLAN
SHALL HAVE AN ACCUMULATED FUNDING DEFICIENCY (WHETHER OR NOT WAIVED); OR ANY
LOAN PARTY OR ANY ERISA AFFILIATE HAS INCURRED OR IS LIKELY TO INCUR A LIABILITY
TO OR ON ACCOUNT OF A PLAN UNDER SECTION 409, 502(I), 502(1), 515, 4062, 4063,
4064, 4069, 4201 OR 4204 OF ERISA OR SECTION 4971 OR 4975 OF THE INTERNAL
REVENUE CODE (INCLUDING THE GIVING OF WRITTEN NOTICE THEREOF), (II) THERE COULD
RESULT FROM ANY EVENT OR EVENTS SET FORTH IN CLAUSE (I) OF THIS SECTION 7.01(K)
THE IMPOSITION OF A LIEN, THE GRANTING OF A SECURITY INTEREST, OR A LIABILITY,
OR THE REASONABLE LIKELIHOOD OF INCURRING A LIEN, SECURITY INTEREST OR
LIABILITY,
93
AND (III) SUCH LIEN, SECURITY INTEREST OR LIABILITY WILL OR WOULD BE REASONABLY
LIKELY TO RESULT IN A LIABILITY OF ANY LOAN PARTY OR ANY ERISA AFFILIATE OF
$30,000,000 OR MORE; OR
(L)
THE SENIOR SUBORDINATED NOTES OR ANY OTHER SUBORDINATED DEBT
SHALL CEASE, FOR ANY REASON, TO BE VALIDLY SUBORDINATED, TO THE EXTENT REQUIRED
BY THIS AGREEMENT, TO