(B) COULD CONSTITUTE GROUNDS FOR THE TERMINATION OF SUCH GUARANTEED PENSION
PLAN BY THE PBGC OR SIMILAR CANADIAN AUTHORITIES, FOR THE APPOINTMENT BY THE
APPROPRIATE UNITED STATES DISTRICT COURT OR CANADIAN COURT OF A TRUSTEE TO
ADMINISTER SUCH GUARANTEED PENSION PLAN OR FOR THE IMPOSITION OF A LIEN IN FAVOR
OF SUCH GUARANTEED PENSION PLAN; OR (II) THE APPOINTMENT BY A UNITED STATES
DISTRICT COURT OR CANADIAN COURT OF A TRUSTEE TO ADMINISTER SUCH GUARANTEED
PENSION PLAN; OR (III) THE INSTITUTION BY THE PBGC OR SIMILAR CANADIAN
AUTHORITIES OF PROCEEDINGS TO TERMINATE SUCH GUARANTEED PENSION PLAN;
(K)
IF ANY OF THE LOAN DOCUMENTS SHALL BE CANCELLED, TERMINATED,
REVOKED OR RESCINDED OTHERWISE THAN IN ACCORDANCE WITH THE TERMS THEREOF OR WITH
THE EXPRESS PRIOR WRITTEN AGREEMENT, CONSENT OR APPROVAL OF THE LENDERS, OR ANY
ACTION AT LAW, SUIT OR IN EQUITY OR OTHER LEGAL PROCEEDING TO CANCEL, REVOKE OR
RESCIND ANY OF THE LOAN DOCUMENTS SHALL BE COMMENCED BY OR ON BEHALF OF THE
BORROWERS OR ANY OF THEIR RESPECTIVE STOCKHOLDERS, OR ANY COURT OR ANY
GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION SHALL MAKE A DETERMINATION
THAT, OR ISSUE A JUDGMENT, ORDER, DECREE OR RULING TO THE EFFECT THAT, ANY ONE
OR MORE OF THE LOAN DOCUMENTS IS ILLEGAL, INVALID OR UNENFORCEABLE IN ACCORDANCE
WITH THE TERMS THEREOF, OR ANY SECURITY DOCUMENT
99
SHALL FOR ANY REASON CEASE TO CREATE A VALID AND PERFECTED FIRST PRIORITY LIEN
ON THE COLLATERAL PURPORTED TO BE COVERED THEREBY (SUBJECT TO SECTION 7.04(B)
AND SECTION 10.15) OR IF, WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT, THE
BORROWERS SHALL REVOKE OR RESCIND ANY INSURANCE AUTHORIZATION LETTER;
(L)
(I) THE SUBORDINATION PROVISIONS OF THE SENIOR SUBORDINATED DEBT
DOCUMENTS (OR ANY PERMITTED REFINANCING OR REPLACEMENT THEREOF) AND (II) THE
LIEN SUBORDINATION OR OTHER PROVISIONS SET FORTH IN THE INTERCREDITOR AGREEMENT
(COLLECTIVELY, THE "SUBORDINATION PROVISIONS") SHALL, IN WHOLE OR IN PART,
TERMINATE, CEASE TO BE EFFECTIVE OR CEASE TO BE LEGALLY VALID, BINDING AND
ENFORCEABLE AGAINST ANY HOLDER OF THE SENIOR SUBORDINATED DEBT OR THE SECOND
LIEN NOTES, AS APPLICABLE; OR (II) THE BORROWERS SHALL, DIRECTLY OR INDIRECTLY,
DISAVOW OR CONTEST IN ANY MANNER (A) THE EFFECTIVENESS, VALIDITY OR
ENFORCEABILITY OF ANY OF THE SUBORDINATION PROVISIONS, (B) THAT THE
SUBORDINATION PROVISIONS EXIST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE L/C ISSUER OR (C) SUBJECT TO THE INTERCREDITOR AGREEMENT, THAT
ALL PROCEEDS REALIZED FROM THE LIQUIDATION OF ANY COLLATERAL OF ANY BORROWER
SHALL BE SUBJECT TO ANY OF THE SUBORDINATION PROVISIONS;
(M)
A CHANGE OF CONTROL SHALL OCCUR;
(N)
IF (I) ANY (A) EVENT OR CONDITION OCCURS THAT ENABLES OR PERMITS
(WITH ALL APPLICABLE GRACE PERIODS HAVING EXPIRED) THE HOLDERS OF THE SECOND
LIEN NOTES OR ANY TRUSTEE OR AGENT ON THEIR BEHALF TO CAUSE THE SECOND LIEN
NOTES TO BECOME DUE, OR TO REQUIRE THE PREPAYMENT, REPURCHASE, REDEMPTION OR
DEFEASANCE THEREOF, PRIOR TO THEIR SCHEDULED MATURITY DATE, OR (B) NOTICE OR
OFFER WITH RESPECT TO ANY OF THE FOREGOING IS ISSUED UNDER THE TERMS OF