DEBT AND SHALL CONTINUE
AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN SUCH AGREEMENT OR
INSTRUMENT, IF THE EFFECT OF SUCH EVENT OR CONDITION IS TO ACCELERATE THE
MATURITY OF SUCH DEBT BY REASON OF DEFAULT; OR
(F)
ANY JUDGMENT OR ORDER FOR THE PAYMENT OF
MONEY IN EXCESS OF $50,000,000 SHALL BE RENDERED AGAINST THE BORROWER OR ANY OF
ITS MATERIAL RESTRICTED SUBSIDIARIES AND THERE SHALL BE ANY PERIOD OF SIXTY (60)
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; OR
(G)
THE BORROWER, ANY OF ITS MATERIAL RESTRICTED
SUBSIDIARIES OR NEW MIRANT (SUBJECT IN THE CASE OF NEW MIRANT TO THERE BEING
OUTSTANDING MORE THAN $100,000,000 OF UNFUNDED MAI SERIES A PREFERRED SHARES AND
MAI SERIES B PREFERRED SHARES IN THE AGGREGATE) (EACH A "DESIGNATED PARTY")
SHALL (I) APPLY FOR OR CONSENT TO THE APPOINTMENT OF, OR THE TAKING OF
POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE OR LIQUIDATOR OF ITSELF OR OF ALL
OR A SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF ITS CREDITORS, (III) COMMENCE A VOLUNTARY CASE UNDER THE BANKRUPTCY
CODE (AS NOW OR HEREAFTER IN EFFECT) OR ANY SIMILAR LAW OF ANY APPLICABLE
JURISDICTION, (IV) FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, WINDING-UP, OR COMPOSITION
OR READJUSTMENT OF DEBTS, OR (V) FAIL TO CONTROVERT IN A TIMELY AND APPROPRIATE
MANNER, OR ACQUIESCE IN WRITING TO, ANY PETITION FILED AGAINST IT IN AN
INVOLUNTARY CASE UNDER THE BANKRUPTCY CODE OR ANY SIMILAR LAW OF ANY APPLICABLE
JURISDICTION; OR A PROCEEDING OR CASE SHALL BE COMMENCED, WITHOUT THE
APPLICATION OR CONSENT OF SUCH DESIGNATED PARTY, IN ANY COURT OF COMPETENT
JURISDICTION, SEEKING (X) ITS LIQUIDATION, REORGANIZATION, DISSOLUTION OR
WINDING UP, OR THE COMPOSITION OR READJUSTMENT OF ITS DEBTS, (Y) THE APPOINTMENT
OF A TRUSTEE, RECEIVER, CUSTODIAN, LIQUIDATOR OR THE LIKE OF SUCH DESIGNATED
PARTY OR OF ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS, OR (Z) SIMILAR RELIEF IN
RESPECT OF SUCH DESIGNATED PARTY UNDER ANY LAW RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, WINDING-UP, OR COMPOSITION OR ADJUSTMENT OF DEBTS,
AND SUCH PROCEEDING OR CASE SHALL CONTINUE UNSTAYED AND IN EFFECT FOR A PERIOD
OF SIXTY (60) OR MORE DAYS; OR
(H)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
MAJORITY LENDERS, THE MAI SERIES A PREFERRED SHARES OR THE MAI SERIES B
PREFERRED SHARES CEASE TO BE ENFORCEABLE OR RIGHTS OF THE HOLDERS THEREOF ARE
AMENDED OR WAIVED; OR
72
(I)
THE BORROWER CEASES TO BE CONTROLLED,
DIRECTLY OR INDIRECTLY, BY NEW MIRANT; OR
(J)
(I) ANY SECURITY DOCUMENT SHALL FOR ANY
REASON BE ASSERTED IN WRITING BY THE BORROWER OR ANY MATERIAL SUBSIDIARY
GUARANTOR NOT TO BE A LEGAL, VALID AND BINDING OBLIGATION OF ANY PARTY THERETO,
(II) ANY SECURITY INTEREST PURPORTED TO BE CREATED BY ANY SECURITY DOCUMENT AND
TO EXTEND TO ASSETS THAT ARE MATERIAL TO THE BORROWER