MERITS, PROPOSES TO OR ACTUALLY ENTERS A STIPULATED
SETTLEMENT OR SETTLEMENT NOTICE, OR MAKES OR PROVIDES ANY ASSESSMENT, NOTICE OF
INTENT TO FILE A LIEN, OR LIEN FILING AGAINST ANY MEMBER OF THE G-I HOLDINGS TAX
GROUP OR ANY LOAN PARTY WITH RESPECT TO THE RHONE POULENC TRANSACTIONS, AND
THERE SHALL BE A PERIOD OF 20 CONSECUTIVE DAYS AFTER THE TAKING OF SUCH ACTION
DURING WHICH TIME THE REQUIRED LENDERS SHALL NOT HAVE DETERMINED THAT THERE
SHALL NOT EXIST, BECAUSE OF SUCH ACTION, A REASONABLE LIKELIHOOD THAT ONE OR
MORE OF THE LOAN PARTIES WILL PAY, SATISFY, OR RECEIVE DEMAND FOR PAYMENT OF ANY
TAX LIABILITIES RELATING TO OR ARISING OUT OF THE RHONE POULENC TRANSACTIONS (IT
BEING UNDERSTOOD THAT DURING SUCH 20 CONSECUTIVE DAY PERIOD THE LENDERS SHALL
NOT BE REQUIRED TO MAKE ANY TERM LOAN ADVANCES HEREUNDER), OR (II) ANY COURT
RENDERS A JUDGMENT OR ORDER AGAINST ANY LOAN PARTY RELATED TO OR ARISING OUT OF
THE ALLEGED ASBESTOS LIABILITIES OF BMCA AND AS A RESULT OF WHICH IT IS
REASONABLE TO CONCLUDE THAT THE LOAN PARTIES MIGHT BE LIABLE FOR SUCH ASBESTOS
LIABILITIES (IT BEING UNDERSTOOD AND AGREED THAT ANY ADVERSE RULING BY THE COURT
IN THE DJ ACTION SHALL NOT, SOLELY BY ITSELF, CONSTITUTE AN EVENT OF DEFAULT
UNDER THIS CLAUSE 6.01(H)(II)); OR
(I)
ANY NON-MONETARY JUDGMENT OR ORDER SHALL
BE RENDERED AGAINST ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES THAT COULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, AND THERE SHALL BE ANY
PERIOD OF 20 CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH
JUDGMENT OR ORDER, BY REASON OF A PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN
EFFECT; OR
(J)
ANY PROVISION OF ANY LOAN DOCUMENT AFTER
DELIVERY THEREOF PURSUANT TO SECTION 3.01 OR 5.01(J) SHALL FOR ANY REASON CEASE
TO BE VALID AND BINDING ON OR ENFORCEABLE AGAINST ANY LOAN PARTY PARTY TO IT, OR
ANY SUCH LOAN PARTY SHALL SO STATE IN WRITING; OR
(K)
ANY COLLATERAL DOCUMENT OR FINANCING
STATEMENT AFTER DELIVERY THEREOF PURSUANT TO SECTION 3.01 OR 5.01(J) SHALL FOR
ANY REASON (OTHER THAN PURSUANT TO OR PERMITTED BY THE TERMS OF ANY LOAN
DOCUMENT) CEASE TO CREATE A VALID AND PERFECTED FIRST PRIORITY LIEN SUBJECT
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TO ANY LIENS PERMITTED BY SECTION 5.02 ON AND SECURITY INTEREST IN THE
COLLATERAL PURPORTED TO BE COVERED THEREBY; OR
(L)
A CHANGE OF CONTROL SHALL OCCUR; OR
(M)
ANY ERISA EVENT SHALL HAVE OCCURRED WITH
RESPECT TO A PLAN AND THE SUM (DETERMINED AS OF THE DATE OF OCCURRENCE OF SUCH
ERISA EVENT) OF THE INSUFFICIENCY OF SUCH PLAN AND THE INSUFFICIENCY OF ANY AND
ALL OTHER PLANS WITH RESPECT TO WHICH AN ERISA EVENT SHALL HAVE OCCURRED AND
THEN EXIST (OR THE LIABILITY OF THE LOAN PARTIES AND THE ERISA AFFILIATES
RELATED TO SUCH ERISA EVENT) EXCEEDS (TOGETHER WITH ALL OTHER LIABILITIES
DESCRIBED IN SECTION 6.01(M), (N), AND (O)) $10,000,000 IN THE AGGREGATE; OR
(N)
ANY LOAN PARTY OR ANY ERISA AFFILIATE SHALL
HAVE