DEBTS AS THEY BECOME DUE, OR SHALL
TAKE ANY CORPORATE ACTION TO AUTHORIZE ANY OF THE FOREGOING OR (II) AN
INVOLUNTARY CASE OR OTHER PROCEEDING SHALL BE COMMENCED AGAINST ANY GROUP
COMPANY (OTHER THAN A SUBSIDIARY WHICH IS NOT A SIGNIFICANT SUBSIDIARY) SEEKING
LIQUIDATION, REORGANIZATION OR OTHER RELIEF WITH RESPECT TO IT OR ITS DEBTS
UNDER ANY DEBTOR RELIEF LAW NOW OR HEREAFTER IN EFFECT OR SEEKING THE
APPOINTMENT OF A TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR OTHER SIMILAR
OFFICIAL OF IT OR ANY SUBSTANTIAL PART OF ITS PROPERTY, AND SUCH INVOLUNTARY
CASE OR OTHER PROCEEDING SHALL REMAIN UNDISMISSED AND UNSTAYED FOR A PERIOD OF
60 DAYS, OR ANY ORDER FOR RELIEF SHALL BE ENTERED AGAINST ANY GROUP COMPANY
(OTHER THAN A SUBSIDIARY WHICH IS NOT A SIGNIFICANT SUBSIDIARY) UNDER THE
FEDERAL BANKRUPTCY LAWS AS NOW OR HEREAFTER IN EFFECT.
(G)
JUDGMENTS.
(I) ONE OR MORE JUDGMENTS, ORDERS, DECREES OR
ARBITRATION AWARDS IS ENTERED AGAINST ANY GROUP COMPANY INVOLVING IN THE
AGGREGATE A LIABILITY (TO THE EXTENT NOT COVERED BY INDEPENDENT THIRD-PARTY
INSURANCE AS TO WHICH THE INSURER DOES NOT DISPUTE COVERAGE), AS TO ANY SINGLE
OR RELATED SERIES OF TRANSACTIONS, INCIDENTS OR CONDITIONS, IN EXCESS OF THE
THRESHOLD AMOUNT, AND THE SAME SHALL NOT HAVE BEEN DISCHARGED, VACATED OR STAYED
PENDING APPEAL WITHIN 30 DAYS AFTER THE ENTRY THEREOF, OR (II) ANY NON-MONETARY
JUDGMENT, ORDER OR DECREE IS ENTERED AGAINST ANY GROUP COMPANY WHICH HAS OR
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND THERE SHALL
BE ANY PERIOD OF 10 CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH
JUDGMENT OR ORDER, BY REASON OF A PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN
EFFECT.
89
(H)
ERISA.
(I) AN ERISA EVENT OCCURS WHICH HAS RESULTED OR COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF ANY GROUP COMPANY OR ANY ERISA
AFFILIATE THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
OR (II) THERE SHALL EXIST AN AMOUNT OF UNFUNDED LIABILITIES, INDIVIDUALLY OR IN
THE AGGREGATE, FOR ALL PLANS (EXCLUDING FOR PURPOSES OF SUCH COMPUTATION ANY
PLANS WITH RESPECT TO WHICH ASSETS EXCEED BENEFIT LIABILITIES) THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(I)
GUARANTIES.
THE GUARANTY GIVEN BY ANY LOAN PARTIES OR ANY
PROVISION THEREOF SHALL, EXCEPT PURSUANT TO THE TERMS THEREOF, CEASE TO BE IN
FULL FORCE AND EFFECT, OR ANY GUARANTOR THEREUNDER OR ANY PERSON ACTING BY OR ON
BEHALF OF SUCH GUARANTOR SHALL DENY OR DISAFFIRM SUCH GUARANTOR'S OBLIGATIONS
UNDER SUCH GUARANTY.
(J)
IMPAIRMENT OF COLLATERAL.
ANY SECURITY INTEREST PURPORTED TO BE
CREATED BY ANY COLLATERAL DOCUMENT SHALL CEASE TO BE, OR SHALL BE ASSERTED BY
ANY GROUP COMPANY NOT TO BE, A VALID, PERFECTED, FIRST OR SECOND PRIORITY, AS
APPLICABLE (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SUCH COLLATERAL DOCUMENT)
SECURITY INTEREST IN THE SECURITIES, ASSETS OR PROPERTIES COVERED THEREBY, OTHER
THAN IN RESPECT OF ASSETS AND PROPERTIES WHICH, INDIVIDUALLY AND IN THE
AGGREGATE, ARE NOT MATERIAL TO THE GROUP COMPANIES TAKEN AS A