PROVIDE BENEFITS TO RETIRED EMPLOYEES OR
OTHER FORMER EMPLOYEES (OTHER THAN AS REQUIRED BY PART 6 OF TITLE I, SUBTITLE B
OF ERISA AND SECTION 4980B OF THE CODE) OR PLANS OR FOREIGN PENSION PLANS IN
ADDITION TO THE LIABILITY THAT EXISTED ON THE RESTATEMENT EFFECTIVE DATE
PURSUANT TO ANY SUCH EMPLOYEE WELFARE BENEFIT PLAN, FOREIGN PENSION PLAN, OR
PLAN; (B) THERE SHALL RESULT FROM ANY SUCH EVENT OR EVENTS DESCRIBED IN
SUBSECTION (A) THE IMPOSITION OF A LIEN, THE GRANTING OF A SECURITY INTEREST, OR
A LIABILITY OR A MATERIAL RISK OF INCURRING A LIABILITY; AND (C) SUCH LIEN,
SECURITY INTEREST OR LIABILITY, INDIVIDUALLY, AND/OR IN THE AGGREGATE, IN THE
REASONABLE OPINION OF THE REQUIRED LENDERS, HAS HAD, OR IS REASONABLY LIKELY TO
HAVE, A MATERIAL ADVERSE EFFECT; OR
9.07
SECURITY DOCUMENTS.
(A)
ANY SECURITY DOCUMENT SHALL CEASE TO BE, IN ANY
MATERIAL RESPECT, IN FULL FORCE AND EFFECT, OR SHALL CEASE, IN ANY MATERIAL
RESPECT, TO GIVE THE COLLATERAL AGENT THE LIENS (WITH THE PERFECTION AND
PRIORITY PURPORTED TO BE CREATED THEREBY), PURPORTED TO BE CREATED THEREBY IN
FAVOR OF THE COLLATERAL AGENT, OR (B) ANY CREDIT PARTY SHALL DEFAULT IN THE DUE
PERFORMANCE OR OBSERVANCE OF ANY MATERIAL TERM, COVENANT OR AGREEMENT ON ITS
PART TO BE PERFORMED OR OBSERVED PURSUANT TO ANY SUCH SECURITY DOCUMENT AND SUCH
DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF AT LEAST 30 DAYS AFTER WRITTEN
NOTICE TO THE RESPECTIVE CREDIT PARTY BY THE ADMINISTRATIVE AGENT; OR
9.08
GUARANTY.
ANY OF THE GUARANTIES OR ANY MATERIAL PROVISION THEREOF SHALL
CEASE TO BE IN FULL FORCE AND EFFECT OTHER THAN PURSUANT TO THE TERMS THEREOF,
OR ANY GUARANTOR OR ANY PERSON ACTING BY OR ON BEHALF OF SUCH GUARANTOR SHALL
DENY OR DISAFFIRM SUCH GUARANTOR'S OBLIGATIONS UNDER ANY GUARANTY; OR
9.09
JUDGMENTS.
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST
HOLDINGS OR ANY OF ITS SUBSIDIARIES (OTHER THAN ONE OR MORE IMMATERIAL
SUBSIDIARIES) INVOLVING A LIABILITY (TO THE EXTENT NOT PAID OR COVERED BY
INSURANCE) IN EXCESS OF $10,000,000 IN THE AGGREGATE FOR ALL SUCH JUDGMENTS AND
DECREES FOR HOLDINGS AND ITS SUBSIDIARIES (OTHER THAN ONE OR MORE IMMATERIAL
SUBSIDIARIES), AND ALL SUCH JUDGMENTS AND DECREES IN EXCESS OF SUCH AMOUNT SHALL
NOT HAVE BEEN VACATED, DISCHARGED OR STAYED OR BONDED PENDING APPEAL WITHIN 60
DAYS FROM THE ENTRY THEREOF; OR
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9.10
CHANGE OF CONTROL.
A CHANGE OF CONTROL SHALL OCCUR;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against any Guarantor
or the Borrower (provided that, if an Event of Default specified in Section 9.05
shall occur with respect to Holdings or the Borrower, the result which would
occur upon the giving of