Also under the Definitive Agreement, the Relevant Subsidiaries have granted PBGC a springing lien on the ring-fenced assets, which lien will be triggered only by (a) failure to make required contributions to the Company’s pension plan (the “Plan”), (b) prohibited transfers of ownership interests in the Relevant Subsidiaries, (c) termination events with respect to the Plan, and (d) bankruptcy events with respect to the Company or certain of its material subsidiaries. ARTICLE VI
SPRINGING LIEN
6.01. Springing Lien Events. Each of the following shall constitute a “Springing Lien Event”:
(a) a Voluntary Bankruptcy Event or an Involuntary Bankruptcy Event;
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(b) a failure by the Company or any of its Subsidiaries to timely make any quarterly installment or other legally required Pension Plan contribution or any Additional Contribution;
(c) other than pursuant to the Limited License, entry into an agreement by the Company or any Subsidiary providing for (i) the direct or indirect Distribution or Transfer or (ii) the Pledge, in each case of any ownership interest in the Depositor, any RE Subsidiary or the IP Subsidiary, by the Company or any of its Subsidiaries to any Person other than the Company or any of its Subsidiaries without the Depositor, such RE Subsidiary, or the IP Subsidiary, as applicable, remaining liable for its obligations to PBGC;
(d) the initiation by the “plan administrator” (as defined in 29 C.F.R. § 4001.2) of the Pension Plan (the “Plan Administrator”) of a distress termination of the Pension Plan under ERISA Section 4041(c);
(e) entry by a court of competent jurisdiction of a decree under ERISA Section 4042(c)(1) adjudicating that the Pension Plan is terminated; or
(f) agreement between PBGC and the Plan Administrator that the Pension Plan is terminated.
6.02. Springing Lien. Upon and continuing after the occurrence of any Springing Lien Event, each of the Depositor, the RE Subsidiaries and the IP Subsidiary hereby agrees that it will automatically be deemed to have granted to PBGC, on the date of such occurrence and without further action of any Party or other Person, as security for the Secured Obligations, a lien on and security interest in (the “Springing Lien”) the following:
(a) the REMIC Certificates;
(b) the REMIC Properties;
(c) subject to the terms of Section 6.03, the IP Assets; and
(d) all proceeds (but with respect to proceeds of IP Assets, subject to the terms of Section 6.03) in any form and whenever arising (whether arising before, upon, or after such Springing Lien Event), of any of the foregoing set forth in Sections 6.02(a)-(c), including proceeds of proceeds (collectively with the assets described in Sections 6.02(a)-(c), the “Designated Assets”).