BE REASONABLY
LIKELY, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
(J)
ERISA.
(I) AN ERISA EVENT OCCURS WITH RESPECT TO A PENSION PLAN
OR MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO
RESULT IN LIABILITY OF THE BORROWER UNDER TITLE IV OF ERISA TO THE PENSION PLAN,
MULTIEMPLOYER PLAN OR THE PBGC IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD
AMOUNT, OR (II) THE BORROWER OR ANY ERISA AFFILIATE FAILS TO PAY WHEN DUE, AFTER
THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH
RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A
MULTIEMPLOYER PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT; OR
(K)
INVALIDITY OF LOAN DOCUMENTS.
ANY LOAN DOCUMENT, AT ANY TIME
AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY
PERMITTED HEREUNDER OR SATISFACTION IN FULL OF ALL THE OBLIGATIONS, CEASES TO BE
IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR ANY OTHER PERSON CONTESTS IN ANY
MANNER THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY
DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN
DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY LOAN DOCUMENT; OR
(L)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL WITH
RESPECT TO THE BORROWER.
8.02
Remedies Upon Event of Default.
If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:
(A)
DECLARE THE COMMITMENT OF EACH LENDER TO MAKE LOANS AND ANY
OBLIGATION OF THE L/C ISSUER TO MAKE L/C CREDIT EXTENSIONS TO BE TERMINATED,
WHEREUPON SUCH COMMITMENTS AND OBLIGATION SHALL BE TERMINATED;
(B)
DECLARE THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS, ALL
INTEREST ACCRUED AND UNPAID THEREON, AND ALL OTHER AMOUNTS OWING OR PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE,
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER;
65
(C)
REQUIRE THAT THE BORROWER CASH COLLATERALIZE THE L/C OBLIGATIONS
(IN AN AMOUNT EQUAL TO THE THEN OUTSTANDING AMOUNT THEREOF); AND
(D)
EXERCISE ON BEHALF OF ITSELF AND THE LENDERS ALL RIGHTS AND
REMEDIES AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN DOCUMENTS OR APPLICABLE
LAW; PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE OF AN ACTUAL OR DEEMED ENTRY OF
AN ORDER FOR RELIEF WITH RESPECT TO THE BORROWER UNDER THE BANKRUPTCY CODE OF
THE UNITED STATES, THE OBLIGATION OF EACH LENDER TO MAKE LOANS AND ANY
OBLIGATION OF THE L/C ISSUER TO MAKE L/C CREDIT EXTENSIONS SHALL AUTOMATICALLY
TERMINATE, THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS AND ALL INTEREST
AND OTHER AMOUNTS AS AFORESAID SHALL AUTOMATICALLY BECOME DUE AND PAYABLE, AND
THE OBLIGATION OF THE BORROWER TO CASH COLLATERALIZE THE L/C OBLIGATIONS AS
AFORESAID SHALL AUTOMATICALLY BECOME EFFECTIVE, IN EACH CASE WITHOUT