Subsidiary (A) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law, (B)
consents to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) effects any general
assignment for the benefit of creditors; or (i) the Guaranty or any Subsidiary
Guarantee ceases to be in full force and effect (except as contemplated by the
terms thereof) or the Company or any Subsidiary Guarantor denies or disaffirms
its obligations under the Indenture, the Guaranty or any Subsidiary Guarantee.
If an Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01 of the Indenture that occurs with respect to the
Company or an Obligor) occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding, by
written notice to the Obligors (and to the Trustee if such notice is given by
the Holders), may, and the Trustee at the request of such Holders shall, declare
the Accreted Value of, premium, if any, and accrued interest on the Notes to be
immediately due and payable. If a bankruptcy or insolvency default with respect
to the Company or any Significant Subsidiary occurs and is continuing, the
Accreted Value of, premium, if any, and accrued interest on the Notes
automatically becomes due and payable. Holders may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of at least a majority in principal
amount of the Notes then outstanding may direct the Trustee in its exercise of
any trust or power.
15. Trustee Dealings with the Obligors or the Company.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Obligors or the Company or their Affiliates and may otherwise deal with the
Obligors or the Company or their Affiliates as if it were not the Trustee.
The Obligors' obligations under the Notes are fully, unconditionally
and irrevocably guaranteed by the Company.
17. No Recourse Against Others.
No incorporator or any past, present or future partner, stockholder,
member, officer, director, member of a board of representatives, employee or
controlling person, as such, of an Obligor or the Company or of any successor
Person shall have any liability for any obligations of the Obligors or the
Company under the Notes, the Guaranty or the Indenture or for any claim