AND APPROPRIATE MANNER, ANY PROCEEDING OR
PETITION DESCRIBED IN CLAUSE (H) OF THIS ARTICLE, (III) APPLY FOR OR CONSENT TO
THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR
SIMILAR OFFICIAL FOR THE BORROWER OR ANY SUBSIDIARY OR FOR A SUBSTANTIAL PART OF
ITS ASSETS, (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) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF
THE FOREGOING;
(J)
THE BORROWER OR ANY SUBSIDIARY SHALL BECOME UNABLE TO, OR ADMITS IN WRITING
ITS INABILITY OR FAILS TO, GENERALLY PAY ITS DEBTS AS THEY BECOME DUE;
(K)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN
EXCESS OF $75,000,000 SHALL BE RENDERED AGAINST THE BORROWER, ANY SUBSIDIARY OR
ANY COMBINATION THEREOF AND THE SAME SHALL REMAIN UNDISCHARGED FOR A PERIOD OF
30 CONSECUTIVE DAYS DURING WHICH EXECUTION SHALL NOT BE EFFECTIVELY STAYED, OR
ANY ACTION SHALL BE LEGALLY TAKEN BY A JUDGMENT CREDITOR TO ATTACH OR LEVY UPON
ANY ASSETS OF THE BORROWER OR ANY SUBSIDIARY TO ENFORCE ANY SUCH JUDGMENT;
(L)
(I) THE BORROWER OR ANY ERISA AFFILIATE SHALL FAIL TO PAY WHEN DUE AN
AMOUNT OR AMOUNTS AGGREGATING IN EXCESS OF $15,000,000 WHICH IT SHALL HAVE
BECOME LIABLE TO PAY UNDER SECTION 302 OR TITLE IV OF ERISA; OR NOTICE OF INTENT
TO TERMINATE A PLAN SHALL BE FILED UNDER TITLE IV OF ERISA BY THE BORROWER OR
ANY ERISA AFFILIATE, ANY PLAN ADMINISTRATOR OR ANY COMBINATION OF THE FOREGOING;
OR THE PBGC SHALL INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE, TO
IMPOSE LIABILITY (OTHER THAN FOR PREMIUMS UNDER SECTION 4007 OF ERISA) IN
RESPECT OF, OR TO CAUSE A TRUSTEE TO BE APPOINTED TO ADMINISTER, ANY PLAN; OR A
CONDITION SHALL EXIST BY REASON OF WHICH THE PBGC WOULD BE ENTITLED TO OBTAIN A
DECREE ADJUDICATING THAT ANY PLAN MUST BE TERMINATED; OR THERE SHALL OCCUR A
COMPLETE OR PARTIAL WITHDRAWAL FROM, OR A DEFAULT, WITHIN THE MEANING OF
SECTION 4219(C)(5) OF ERISA, WITH RESPECT TO, ONE OR MORE MULTIEMPLOYER PLANS
WHICH COULD CAUSE THE BORROWER AND/OR ONE OR MORE ERISA AFFILIATES TO INCUR A
CURRENT PAYMENT OBLIGATION IN EXCESS OF $75,000,000; OR (II) ANY OTHER ERISA
EVENT SHALL HAVE OCCURRED THAT, IN THE OPINION OF THE REQUIRED LENDERS, WHEN
TAKEN TOGETHER WITH ALL OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY
BE EXPECTED TO RESULT IN LIABILITY OF THE BORROWER, THE ERISA AFFILIATES AND THE
SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $75,000,000;
98
(M)
(I) ANY LIEN PURPORTED TO BE CREATED UNDER ANY SENIOR COLLATERAL DOCUMENT
OR INTERIM COLLATERAL DOCUMENT SHALL CEASE TO BE A VALID AND PERFECTED LIEN ON
ANY MATERIAL PORTION OF THE SENIOR COLLATERAL OR, PRIOR TO THE BORROWING BASE
DATE, THE INTERIM COLLATERAL, AS THE CASE MAY BE, WITH THE PRIORITY REQUIRED BY
THE SENIOR LOAN DOCUMENTS, EXCEPT AS A RESULT OF THE SALE OR