FILED AGAINST IT IN ANY SUCH PROCEEDING, (V) MAKE A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR (VI) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING;
(J)
THE BORROWER OR ANY SUBSIDIARY SHALL BECOME UNABLE, ADMIT IN
WRITING ITS INABILITY OR FAIL GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE;
(K)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE
AMOUNT IN EXCESS OF $5,000,000 (TO THE EXTENT NOT COVERED BY INSURANCE AS TO
WHICH A SOLVENT AND UNAFFILIATED INSURANCE COMPANY HAS NOT DISPUTED SUCH
COVERAGE IN WRITING, EXCLUDING CUSTOMARY DEDUCTIBLES) SHALL BE RENDERED AGAINST
THE BORROWER, ANY SUBSIDIARY OR ANY COMBINATION THEREOF AND THE SAME SHALL
REMAIN UNDISCHARGED, UNVACATED, UNSATISFIED OR UNBONDED FOR A PERIOD OF
60 CONSECUTIVE DAYS DURING WHICH EXECUTION SHALL NOT BE EFFECTIVELY STAYED, OR
ANY ACTION SHALL BE LEGALLY TAKEN BY A JUDGMENT CREDITOR TO ATTACH OR LEVY UPON
ANY ASSETS OF THE BORROWER OR ANY SUBSIDIARY TO ENFORCE ANY SUCH JUDGMENT;
(L)
AN ERISA EVENT SHALL HAVE OCCURRED THAT WHEN TAKEN TOGETHER WITH
ALL OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT;
(M)
A CHANGE IN CONTROL SHALL OCCUR; OR
(N)
ANY LIEN OR LIENS CREATED BY THE SECURITY DOCUMENTS (I) SHALL AT
ANY TIME NOT CONSTITUTE A VALID AND PERFECTED LIEN ON THE COLLATERAL STATED TO
BE COVERED THEREBY (TO THE EXTENT PERFECTION BY FILING, REGISTRATION,
RECORDATION OR POSSESSION IS REQUIRED HEREIN OR THEREIN), IN FAVOR OF THE
ADMINISTRATIVE AGENT, FREE AND CLEAR OF ALL OTHER LIENS (OTHER THAN LIENS
PERMITTED UNDER
53
SECTION 6.02 HEREOF OR UNDER THE RESPECTIVE SECURITY DOCUMENTS), OR, (II) EXCEPT
FOR EXPIRATION IN ACCORDANCE WITH ITS TERMS, ANY OF THE SECURITY DOCUMENTS SHALL
FOR WHATEVER REASON BE TERMINATED OR CEASE TO BE IN FULL FORCE AND EFFECT, OR
THE ENFORCEABILITY THEREOF SHALL BE CONTESTED BY BORROWER OR ANY APPLICABLE
SUBSIDIARY.
SECTION 7.02. REMEDIES.
(A)
IN THE CASE OF AN EVENT OF DEFAULT (OTHER THAN AN EVENT WITH
RESPECT TO THE BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF SECTION 7.01), AND AT
ANY TIME THEREAFTER DURING THE CONTINUANCE OF SUCH EVENT, THE ADMINISTRATIVE
AGENT MAY, AND AT THE REQUEST OF THE REQUIRED LENDERS SHALL, BY NOTICE TO THE
BORROWER, TAKE EITHER OR BOTH OF THE FOLLOWING ACTIONS, AT THE SAME OR DIFFERENT
TIMES:
(I) TERMINATE THE COMMITMENTS, AND THEREUPON THE COMMITMENTS SHALL
TERMINATE IMMEDIATELY, AND (II) DECLARE THE LOANS THEN OUTSTANDING TO BE DUE AND
PAYABLE IN WHOLE (OR IN PART, IN WHICH CASE ANY PRINCIPAL NOT SO DECLARED TO BE
DUE AND PAYABLE MAY THEREAFTER BE DECLARED TO BE DUE AND PAYABLE), AND THEREUPON
THE PRINCIPAL OF THE LOANS SO DECLARED TO BE DUE AND PAYABLE, TOGETHER WITH
ACCRUED INTEREST THEREON AND ALL FEES AND OTHER OBLIGATIONS OF THE BORROWER
ACCRUED HEREUNDER, SHALL BECOME DUE AND PAYABLE IMMEDIATELY, WITHOUT
PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE
HEREBY WAIVED BY THE BORROWER; AND