ENTERED, AND SUCH DECREE OR ORDER SHALL HAVE CONTINUED UNDISCHARGED AND
UNSTAYED FOR A PERIOD OF 60 DAYS; PROVIDED, HOWEVER, THAT ANY MATERIAL
SUBSIDIARY (OTHER THAN ANY SPECIFIED SUBSIDIARY) MAY BE LIQUIDATED OR DISSOLVED
IF, PURSUANT TO SUCH LIQUIDATION OR DISSOLUTION, ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS ARE TRANSFERRED TO THE BORROWER OR ANOTHER MATERIAL SUBSIDIARY; OR
(ii) any Loan Party or any Material Subsidiary (other than any Bankruptcy Remote
Special Purpose Entity but including, in any event for purposes of this
Section 6.01(f), any Specified Subsidiaries) shall institute any proceeding
under any Debtor Relief Law to be adjudicated as voluntarily bankrupt, or shall
consent to the filing of a proceeding against it under any Debtor Relief Law, or
shall file a petition or answer or consent seeking reorganization, or
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shall consent to the filing of any such petition, or shall consent to the
appointment under any Debtor Relief Law of a receiver or liquidator or trustee
or assignee in bankruptcy or insolvency of it or its property; or
(G)
ONE OR MORE JUDGMENTS OR ORDERS, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, FOR THE PAYMENT OF MONEY IN EXCESS OF $50,000,000 OR MORE, IN THE
CASE OF ANY SINGLE JUDGMENT OR ORDER, OR $100,000,000 OR MORE IN THE AGGREGATE,
IN THE CASE OF ALL SUCH JUDGMENTS OR ORDERS, SHALL BE RENDERED AGAINST ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES (OTHER THAN ANY BANKRUPTCY REMOTE SPECIAL
PURPOSE ENTITY) AND EITHER (I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED
BY ANY CREDITOR UPON SUCH JUDGMENT OR ORDER OR (II) SUCH JUDGMENT OR ORDER SHALL
NOT HAVE BEEN VACATED, DISCHARGED, SATISFIED, STAYED OR BONDED PENDING APPEAL
WITHIN 60 DAYS FROM THE ENTRY THEREOF; PROVIDED, HOWEVER, THAT ANY SUCH JUDGMENT
OR ORDER SHALL NOT GIVE RISE TO AN EVENT OF DEFAULT UNDER THIS
SECTION 6.01(G)(II) IF AND FOR SO LONG AS (A) THE AMOUNT OF SUCH JUDGMENT OR
ORDER IS COVERED BY A VALID AND BINDING POLICY OF INSURANCE IN FAVOR OF SUCH
LOAN PARTY OR SUBSIDIARY FROM AN INSURER THAT IS RATED AT LEAST "A" BY A.M. BEST
COMPANY, WHICH POLICY COVERS FULL PAYMENT THEREOF AND (B) SUCH INSURER HAS BEEN
NOTIFIED, AND HAS NOT DISPUTED THE CLAIM MADE FOR PAYMENT, OF THE AMOUNT OF SUCH
JUDGMENT OR ORDER; OR
(H)
ANY PROVISION OF ANY LOAN DOCUMENT SHALL FOR ANY REASON CEASE TO
BE VALID AND BINDING ON OR ENFORCEABLE AGAINST ANY LOAN PARTY INTENDED TO BE A
PARTY TO IT, OR ANY SUCH LOAN PARTY SHALL SO STATE IN WRITING; OR
(I)
ANY COLLATERAL DOCUMENT SHALL FOR ANY REASON (OTHER THAN PURSUANT
TO THE TERMS THEREOF) CEASE TO CREATE A VALID AND PERFECTED LIEN ON AND SECURITY
INTEREST IN THE COLLATERAL PURPORTED TO BE COVERED THEREBY; OR
(J)
ANY ERISA EVENT SHALL HAVE OCCURRED WITH RESPECT TO AN ERISA PLAN
AND THE SUM (DETERMINED AS OF THE DATE OF OCCURRENCE OF SUCH ERISA EVENT) OF THE
INSUFFICIENCY OF SUCH ERISA PLAN AND THE INSUFFICIENCY OF ANY AND ALL OTHER