ANY COLLATERAL TO ANY STATE OR LOCAL ENVIRONMENTAL OR REGULATORY AGENCY OR
AUTHORITY, WHICH IN EITHER CASE WOULD HAVE A MATERIAL ADVERSE EFFECT;
(X)
THE ENTRY OF AN ORDER IN ANY PREPACKAGED
CHAPTER 11 CASE AVOIDING OR REQUIRING REPAYMENT OF ANY PORTION OF THE PAYMENTS
MADE ON ACCOUNT OF THE OBLIGATIONS OWING UNDER THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS;
(XI)
THE FAILURE OF BORROWER TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THE INTERIM ORDER OR THE FINAL ORDER OR ANY VIOLATION OF
ANY OF THE TERMS OF THE INTERIM ORDER OR THE FINAL ORDER;
(XII)
THE CHALLENGE BY BORROWER OR ANY GUARANTOR TO
THE VALIDITY, EXTENT, PERFECTION OR PRIORITY OF ANY LIENS GRANTED UNDER THE
PRE-PETITION CREDIT AGREEMENT;
(XIII)
THE REMITTANCE, USE OR APPLICATION OF THE
PROCEEDS OF COLLATERAL OTHER THAN IN ACCORDANCE WITH CASH MANAGEMENT PROCEDURES
AND AGREEMENTS ACCEPTABLE TO AGENT;
(XIV)
THE USE OF CASH COLLATERAL OF THE PRIOR AGENT AND
PRIOR LENDERS OR THE A/R SECURITIZATION PROVIDER FOR ANY PURPOSE OTHER THAN TO
PAY EXPENDITURES SET FORTH IN THE APPROVED BUDGET; OR
(XV)
THE ENTRY OF AN ORDER IN ANY OF THE PREPACKAGED
CHAPTER 11 CASES GRANTING ANY OTHER SUPER PRIORITY ADMINISTRATIVE CLAIM OR LIEN
(OTHER THAN THE PARI PASSU REPLACEMENT LIENS) EQUAL OR SUPERIOR TO THAT GRANTED
TO AGENT, ON BEHALF OF ITSELF AND LENDERS WITHOUT THE CONSENT IN WRITING OF
AGENT AND REQUISITE LENDERS; OR
(XVI)
THE FAILURE OF BORROWER AND GUARANTORS, NO LATER
THAN AUGUST 19, 2008, TO HAVE OBTAINED AN ORDER (THE "EXIT FACILITY ORDER"), IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT, (I) AUTHORIZING BORROWER'S
AND GUARANTORS' PERFORMANCE OF THEIR PRE-CLOSING OBLIGATIONS AND UNDERTAKINGS
UNDER THE COMMITMENT LETTER AND THE FEE LETTER, EACH DATED AS OF THE DATE OF THE
COMMITMENT LETTER, PERTAINING TO THE EXIT FINANCING FACILITY (THE "EXIT
FINANCING FACILITY") TO BE PROVIDED BY GE CAPITAL AND ARRANGED BY GECM
(RESPECTIVELY, THE "EXIT COMMITMENT LETTER" AND THE "EXIT FEE LETTER", AND,
COLLECTIVELY, THE "EXIT COMMITMENT DOCUMENTATION"); AND (II) PROVIDING THAT THE
RIGHTS OF THE COMMITMENT PARTIES UNDER THE EXIT COMMITMENT DOCUMENTATION TO
PAYMENT OF ALL COSTS, FEES AND EXPENSES AND TO INDEMNIFICATION UNDER THE EXIT
COMMITMENT DOCUMENTATION SHALL BE ENTITLED TO PRIORITY AS ADMINISTRATIVE EXPENSE
54
CLAIMS UNDER SECTION 503(B)(1) OF THE BANKRUPTCY CODE WHETHER OR NOT THE EXIT
CREDIT FACILITY CLOSES; OR
(XVII)
THE FAILURE OF THE BORROWER AND GUARANTORS, NO LATER
THAN THE DEADLINE SET FORTH IN THE RESTRUCTURING AGREEMENT (AS SUCH DEADLINE MAY
BE AND ACTUALLY IS EXTENDED PURSUANT TO THE TERMS AND CONDITIONS THEREOF), TO
HAVE OBTAINED FROM THE BANKRUPTCY COURT AN ORDER (THE "CONFIRMATION ORDER"), IN
FORM AND SUBSTANCE ACCEPTABLE TO AGENT, CONFIRMING THE PLAN OF REORGANIZATION
AND APPROVING THE CONSUMMATION OF THE TRANSACTIONS ON THE EFFECTIVE DATE OF THE
PLAN (THE "EFFECTIVE DATE").
AS OF THE EFFECTIVE DATE, THE CONFIRMATION ORDER
SHALL NOT BE SUBJECT TO A STAY OR INJUNCTION (OR SIMILAR PROHIBITION) IN EFFECT
WITH RESPECT THERETO.
THE EFFECTIVE DATE SHALL OCCUR NO LATER THAN THE DEADLINE
FOR THE EFFECTIVE DATE