HOLDINGS, (2) HOLDINGS SHALL
CEASE TO DIRECTLY OWN AND CONTROL ONE HUNDRED PERCENT (100%) OF EACH CLASS OF
THE OUTSTANDING EQUITY INTERESTS OF WILLIAMS, OR (3) SUBJECT TO THE PROVISIONS
OF SECTION 5.7 AND SECTION 5.8 HEREOF AND OTHER THAN WITH RESPECT TO PERMITTED
CHINA JOINT VENTURES, BORROWER SHALL CEASE TO, DIRECTLY OR INDIRECTLY, OWN AND
CONTROL ONE HUNDRED PERCENT (100%) OF EACH CLASS OF THE OUTSTANDING EQUITY
INTERESTS OF EACH SUBSIDIARY;
(K)
ANY LIEN CREATED BY ANY OF THE SECURITY DOCUMENTS SHALL AT ANY
TIME FAIL TO CONSTITUTE A VALID AND PERFECTED LIEN ON ALL OF THE COLLATERAL
PURPORTED TO BE SECURED THEREBY, SUBJECT TO NO PRIOR OR EQUAL LIEN EXCEPT
PERMITTED LIENS, OR ANY CREDIT PARTY SHALL SO ASSERT IN WRITING;
(L)
ANY CREDIT PARTY SHALL BE PROHIBITED OR OTHERWISE MATERIALLY
RESTRAINED FROM CONDUCTING THE BUSINESS THERETOFORE CONDUCTED BY IT BY VIRTUE OF
ANY CASUALTY, ANY LABOR STRIKE WHICH, IN AGENT'S JUDGMENT IS LIKELY TO CAUSE A
MATERIAL DISRUPTION OR INTERFERENCE WITH THE CONDUCTION OF BORROWERS' BUSINESS,
ANY DETERMINATION, RULING, DECISION, DECREE OR ORDER OF ANY COURT OR REGULATORY
AUTHORITY OF COMPETENT JURISDICTION OR ANY OTHER EVENT AND SUCH CASUALTY, LABOR
STRIKE, DETERMINATION, RULING, DECISION, DECREE, ORDER OR OTHER EVENT REMAINS
UN-STAYED AND IN EFFECT FOR ANY PERIOD OF TEN (10) DAYS;
(M)
ANY OF THE OPERATIVE DOCUMENTS SHALL FOR ANY REASON FAIL TO
CONSTITUTE THE VALID AND BINDING AGREEMENT OF ANY PARTY THERETO, OR ANY SUCH
PARTY SHALL SO ASSERT IN WRITING;
(N)
HOLDINGS ENGAGES IN ANY TYPE OF BUSINESS ACTIVITY OTHER THAN THE
OWNERSHIP OF THE CAPITAL STOCK OF WILLIAMS, AND PERFORMANCE OF ITS OBLIGATIONS
UNDER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY;
(O)
(I) ANY CREDITOR OF AN INACTIVE ENTITY SUCCESSFULLY ASSERTS OR
IMPOSES LIABILITY ON ANY CREDIT PARTY, OR ANY CREDIT PARTY OTHERWISE BECOMES
LIABLE FOR, THE LIABILITIES (CONTINGENT OR OTHERWISE) OF ANY OF THE INACTIVE
ENTITIES, INCLUDING THOSE CONTINGENT LIABILITIES SET FORTH ON THE INFORMATION
CERTIFICATE OR AS MAY HEREAFTER ARISE, OR (II) ANY INACTIVE SUBSIDIARY PAYS OR
IS REQUIRED TO PAY (WHETHER PURSUANT TO JUDICIAL PROCESS OR OTHERWISE) ANY
LIABILITY TO ANY THIRD PARTY, IN EACH CASE UNDER CLAUSES (I) AND (II) ABOVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN AN AMOUNT EXCEEDING $1,000,000; AND
(P)
THE FAILURE OF ANY OF THE FOLLOWING (EACH AS DESCRIBED IN THE
SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 FILED BY HOLDINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION) TO OCCUR ON OR BEFORE SEPTEMBER 30, 2004:
(I)
THE FILING BY THE BOARD OF DIRECTORS OF HOLDINGS WITH THE
SECRETARY OF STATE OF THE STATE OF DELAWARE OF THE CERTIFICATE OF AMENDMENT TO
THE SERIES B DESIGNATION WITH RESPECT TO HOLDING'S SERIES B PREFERRED STOCK;
(II)
THE FILING BY THE BOARD OF DIRECTORS OF HOLDINGS WITH THE
SECRETARY OF STATE OF DELAWARE OF THE CERTIFICATE OF DESIGNATION FOR HOLDINGS'
SERIES C PREFERRED STOCK; OR
(III)
HOLDINGS SUCCESSFULLY EFFECTS THE REDEMPTION OF AT LEAST 98,114
SHARES OF SERIES