CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR SIMILAR OFFICIAL FOR
HOLDINGS, ANY BORROWER OR ANY OF THE SUBSIDIARIES OR FOR A SUBSTANTIAL PART OF
THE PROPERTY OR ASSETS OF HOLDINGS, ANY BORROWER OR ANY SUBSIDIARY, (IV) FILE AN
ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION FILED AGAINST IT IN ANY
SUCH PROCEEDING, (V) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
(VI) BECOME UNABLE OR ADMIT IN WRITING ITS INABILITY OR FAIL GENERALLY TO PAY
ITS DEBTS AS THEY BECOME DUE;
(J)
THE FAILURE BY HOLDINGS, ANY BORROWER OR ANY SUBSIDIARY TO PAY ONE
OR MORE FINAL JUDGMENTS AGGREGATING IN EXCESS OF $35 MILLION (TO THE EXTENT NOT
COVERED BY INSURANCE), WHICH JUDGMENTS ARE NOT DISCHARGED OR EFFECTIVELY WAIVED
OR STAYED FOR A PERIOD OF 45 CONSECUTIVE DAYS;
(K)
(I)
A TRUSTEE SHALL BE APPOINTED BY A UNITED STATES DISTRICT COURT
TO ADMINISTER ANY PLAN, (II) AN ERISA EVENT OR ERISA EVENTS SHALL HAVE OCCURRED
WITH RESPECT TO ANY PLAN OR MULTIEMPLOYER PLAN, (III) THE PBGC SHALL INSTITUTE
PROCEEDINGS (INCLUDING GIVING NOTICE OF INTENT THEREOF) TO TERMINATE ANY PLAN OR
PLANS, (IV) HOLDINGS, ANY BORROWER OR ANY SUBSIDIARY OR ANY ERISA AFFILIATE
SHALL HAVE BEEN NOTIFIED BY THE SPONSOR OF A MULTIEMPLOYER PLAN THAT SUCH
MULTIEMPLOYER PLAN IS IN REORGANIZATION OR IS BEING TERMINATED, WITHIN THE
MEANING OF TITLE IV OF ERISA, OR (V) HOLDINGS, ANY BORROWER OR ANY SUBSIDIARY
SHALL ENGAGE IN ANY "PROHIBITED TRANSACTION" (AS DEFINED IN SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE) INVOLVING ANY PLAN; AND IN EACH CASE IN
CLAUSES (I) THROUGH (V) ABOVE, SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER
SUCH EVENTS OR CONDITIONS, IF ANY, WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(L)
(I) ANY LOAN DOCUMENT SHALL FOR ANY REASON BE ASSERTED IN WRITING BY
HOLDINGS, ANY BORROWER OR ANY SUBSIDIARY 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 NOT IMMATERIAL
TO HOLDINGS, THE BORROWERS AND THE SUBSIDIARIES ON A CONSOLIDATED BASIS, SHALL
CEASE TO BE, OR SHALL BE ASSERTED IN WRITING BY ANY BORROWER OR ANY OTHER LOAN
PARTY NOT TO BE, A VALID AND PERFECTED SECURITY INTEREST
144
(PERFECTED AS OR HAVING THE PRIORITY REQUIRED BY THIS AGREEMENT OR THE RELEVANT
SECURITY DOCUMENT AND SUBJECT TO SUCH LIMITATIONS AND RESTRICTIONS AS ARE SET
FORTH HEREIN AND THEREIN) IN THE SECURITIES, ASSETS OR PROPERTIES COVERED
THEREBY, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS OF PERFECTION OR PRIORITY
RESULTS FROM THE LIMITATIONS OF FOREIGN LAWS, RULES AND REGULATIONS AS THEY
APPLY TO PLEDGES OF EQUITY INTERESTS IN FOREIGN SUBSIDIARIES OR THE APPLICATION
THEREOF, OR FROM THE FAILURE OF THE ADMINISTRATIVE AGENT TO MAINTAIN POSSESSION
OF CERTIFICATES ACTUALLY DELIVERED TO IT REPRESENTING SECURITIES PLEDGED UNDER
THE COLLATERAL AGREEMENT OR TO FILE UNIFORM COMMERCIAL CODE CONTINUATION
STATEMENTS OR TAKE THE ACTIONS DESCRIBED ON SCHEDULE 3.04
AND EXCEPT TO THE
EXTENT THAT