PAY ITS DEBTS
GENERALLY OR SHALL MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (II)
ANY PROCEEDING SHALL BE INSTITUTED BY OR AGAINST ANY GROUP MEMBER SEEKING TO
ADJUDICATE IT A BANKRUPT OR INSOLVENT OR SEEKING LIQUIDATION, WINDING UP,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, PROTECTION, RELIEF, COMPOSITION OF IT
OR ITS DEBTS OR ANY SIMILAR ORDER, IN EACH CASE UNDER ANY REQUIREMENT OF LAW
RELATING TO BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR RELIEF OF DEBTORS OR
SEEKING THE ENTRY OF AN ORDER FOR RELIEF OR THE APPOINTMENT OF A CUSTODIAN,
RECEIVER, INTERIM-RECEIVER, RECEIVER AND MANAGER, TRUSTEE, CONSERVATOR,
LIQUIDATING AGENT, LIQUIDATOR, OTHER SIMILAR OFFICIAL OR OTHER OFFICIAL WITH
SIMILAR POWERS, IN EACH CASE FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTY
AND, IN THE CASE OF ANY SUCH PROCEEDINGS INSTITUTED AGAINST (BUT NOT BY OR WITH
THE CONSENT OF) ANY GROUP MEMBER, EITHER SUCH PROCEEDINGS SHALL REMAIN
UNDISMISSED OR UNSTAYED FOR A PERIOD OF 60 DAYS OR MORE OR ANY ACTION SOUGHT IN
SUCH PROCEEDINGS SHALL OCCUR OR (III) ANY GROUP MEMBER SHALL TAKE ANY CORPORATE
OR SIMILAR ACTION OR ANY OTHER ACTION TO AUTHORIZE ANY ACTION DESCRIBED IN
CLAUSE (I) OR (II) ABOVE; OR
(F)
ONE OR MORE JUDGMENTS, ORDERS OR DECREES (OR OTHER SIMILAR
PROCESS) SHALL BE RENDERED AGAINST ANY GROUP MEMBER (I)(A) IN THE CASE OF MONEY
JUDGMENTS, ORDERS AND DECREES, INVOLVING AN AGGREGATE AMOUNT (EXCLUDING AMOUNTS
ADEQUATELY COVERED BY INSURANCE PAYABLE TO ANY GROUP MEMBER, TO THE EXTENT THE
RELEVANT INSURER HAS NOT DENIED COVERAGE THEREFOR) IN EXCESS OF US$5,000,000 OR
(B) OTHERWISE, THAT WOULD HAVE, IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND
(II)(A) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED BY ANY CREDITOR UPON
ANY SUCH JUDGMENT, ORDER OR DECREE OR (B) SUCH JUDGMENT, ORDER OR DECREE SHALL
NOT HAVE BEEN VACATED OR DISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS AND
THERE SHALL NOT BE IN EFFECT (BY REASON OF A PENDING APPEAL OR OTHERWISE) ANY
STAY OF ENFORCEMENT THEREOF; OR
(G)
EXCEPT PURSUANT TO A VALID, BINDING AND ENFORCEABLE TERMINATION OR
RELEASE PERMITTED UNDER THE LOAN DOCUMENTS AND EXECUTED BY THE ADMINISTRATIVE
AGENT OR AS OTHERWISE EXPRESSLY PERMITTED UNDER ANY LOAN DOCUMENT, (I) ANY
PROVISION OF ANY LOAN DOCUMENT SHALL, AT ANY TIME AFTER THE DELIVERY OF SUCH
LOAN DOCUMENT, FAIL TO BE VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY LOAN
PARTY PARTY THERETO, (II) ANY LOAN DOCUMENT PURPORTING TO GRANT A LIEN TO SECURE
ANY OBLIGATION SHALL, AT ANY TIME AFTER THE DELIVERY OF SUCH LOAN DOCUMENT, FAIL
TO CREATE A VALID AND ENFORCEABLE LIEN ON ANY COLLATERAL PURPORTED TO BE COVERED
THEREBY OR SUCH LIEN SHALL FAIL OR CEASE TO BE A PERFECTED LIEN WITH THE
PRIORITY REQUIRED IN THE RELEVANT LOAN DOCUMENT OR (III) ANY SUBORDINATION
PROVISION SHALL, IN WHOLE OR IN PART, TERMINATE OR OTHERWISE FAIL OR CEASE TO BE
VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY HOLDER OF SUBORDINATED DEBT
(OR ANY SUCH HOLDER SHALL SO STATE IN WRITING), OR ANY GROUP MEMBER SHALL STATE
IN WRITING