BORROWER AND ITS
SUBSIDIARIES TAKEN AS A WHOLE) SHALL OCCUR; OR THE BORROWER SHALL TAKE ANY
CORPORATE ACTION TO AUTHORIZE ANY OF THE ACTIONS SET FORTH ABOVE IN THIS
SUBSECTION (E); OR
(F)
ANY JUDGMENT OR ORDER FOR THE
PAYMENT OF MONEY IN EXCESS OF $100,000,000 SHALL BE RENDERED AGAINST THE
BORROWER AND THERE SHALL BE ANY PERIOD OF 60 CONSECUTIVE DAYS DURING WHICH A
STAY OF ENFORCEMENT OF SUCH UNSATISFIED JUDGMENT OR ORDER, BY REASON OF A
PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN EFFECT; PROVIDED THAT SUCH 60-DAY
STAY PERIOD SHALL BE EXTENDED FOR A PERIOD NOT TO EXCEED AN ADDITIONAL 120 DAYS
IF (I) THE BORROWER IS CONTESTING SUCH JUDGMENT OR ENFORCEMENT OF SUCH JUDGMENT
IN GOOD FAITH, UNLESS, WITH RESPECT ONLY TO JUDGMENTS OR ORDERS RENDERED OUTSIDE
THE UNITED STATES, SUCH ACTION IS NOT REASONABLY REQUIRED TO PROTECT ITS
RESPECTIVE ASSETS FROM LEVY OR GARNISHMENT, AND (II) NO ASSETS WITH A FAIR
MARKET VALUE IN EXCESS OF $100,000,000 OF THE BORROWER HAVE BEEN LEVIED UPON OR
GARNISHED TO SATISFY SUCH JUDGMENT; PROVIDED, FURTHER, THAT SUCH 60-DAY STAY
PERIOD SHALL BE FURTHER EXTENDED FOR ANY JUDGMENT OR ORDER RENDERED OUTSIDE THE
UNITED STATES UNTIL SUCH TIME AS THE CONDITIONS IN CLAUSE (I) OR (II) ARE NO
LONGER SATISFIED; OR
28
(G)
THE BORROWER OR ANY ERISA AFFILIATE
SHALL INCUR, OR SHALL BE REASONABLY LIKELY TO INCUR, LIABILITY IN EXCESS OF
$500,000,000 IN THE AGGREGATE AS A RESULT OF ONE OR MORE OF THE FOLLOWING:
(I)
THE OCCURRENCE OF ANY ERISA EVENT; (II) THE PARTIAL OR COMPLETE WITHDRAWAL OF
THE BORROWER OR ANY ERISA AFFILIATE FROM A MULTIEMPLOYER PLAN; OR (III) THE
REORGANIZATION OR TERMINATION OF A MULTIEMPLOYER PLAN; PROVIDED, HOWEVER, THAT
NO DEFAULT OR EVENT OF DEFAULT UNDER THIS SECTION 6.1(G) SHALL BE DEEMED TO HAVE
OCCURRED IF THE BORROWER OR ANY ERISA AFFILIATE SHALL HAVE MADE ARRANGEMENTS
SATISFACTORY TO THE PBGC OR THE REQUIRED LENDERS TO DISCHARGE OR OTHERWISE
SATISFY SUCH LIABILITY (INCLUDING THE POSTING OF A BOND OR OTHER SECURITY); OR
(H)
AT ANY TIME PRIOR TO THE EXTENSION
DATE, (I) THE BANK ACCOUNT CHARGE SHALL FOR ANY REASON CEASE TO BE VALID AND
BINDING ON THE BORROWER OR THE BORROWER SHALL SO STATE IN WRITING, OR (II) THE
COLLATERAL DOCUMENTS AFTER DELIVERY THEREOF PURSUANT TO SECTION 3.1 OR 5.1(C)
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 IN FAVOR OF THE SECURED PARTIES, OR
THE AMOUNT OF THE COLLATERAL SHALL FAIL TO EQUAL AT LEAST 100% OF THE PRINCIPAL
AMOUNT OF ADVANCES (EXCLUDING ANY DEEMED ADVANCE MADE PURSUANT TO SECTION 2.16)
OUTSTANDING; OR
(I)
AT ANY TIME ON OR AFTER THE
EXTENSION DATE, THE GUARANTY SHALL FOR ANY REASON CEASE TO BE VALID AND BINDING
ON THE GUARANTOR OR THE GUARANTOR SHALL SO STATE IN WRITING, OR AN "EVENT OF
DEFAULT" AS DEFINED IN THE GUARANTY SHALL