OR IN
EQUITY OR OTHER LEGAL PROCEEDING TO CANCEL, REVOKE OR RESCIND ANY OF THE LOAN
DOCUMENTS SHALL BE COMMENCED BY OR ON BEHALF OF EITHER BORROWER, ANY GUARANTOR
OR ANY PLEDGED ENTITY, OR ANY COURT OR ANY OTHER GOVERNMENTAL OR REGULATORY
AUTHORITY OR AGENCY OF COMPETENT JURISDICTION SHALL MAKE A DETERMINATION THAT,
OR ISSUE A JUDGMENT, ORDER, DECREE OR RULING TO THE EFFECT THAT, ANY ONE OR MORE
OF THE LOAN DOCUMENTS IS ILLEGAL, INVALID OR UNENFORCEABLE IN ACCORDANCE WITH
THE TERMS THEREOF;
81
11.1.9
ERISA.
THERE OCCURS ONE OR MORE ERISA EVENTS THAT INDIVIDUALLY OR
IN THE AGGREGATE RESULTS IN OR OTHERWISE IS ASSOCIATED WITH LIABILITY OF ANY
BORROWER, GUARANTOR, PLEDGED ENTITY OR ERISA AFFILIATE IN EXCESS OF $1,000,000
ANNUALLY; PROVIDED, HOWEVER, THAT IT SHALL BE AN EVENT OF DEFAULT IF THERE
EXISTS, AS OF ANY VALUATION DATE FOR A GUARANTEED PENSION PLAN, OR IN THE
AGGREGATE FOR ALL GUARANTEED PENSION PLANS (EXCLUDING GUARANTEED PENSION PLANS
WITH ASSETS IN EXCESS OF BENEFIT LIABILITIES) AN EXCESS OF THE ACTUARIAL PRESENT
VALUE (DETERMINED ON THE BASIS OF REASONABLE ASSUMPTIONS EMPLOYED BY THE
INDEPENDENT ACTUARY FOR SUCH PLAN) OF BENEFIT LIABILITIES (AS DEFINED IN
SECTION 4001(A)(16) OF ERISA) OVER THE FAIR MARKET VALUE OF THE ASSETS OF SUCH
PLAN, ONLY IF SUCH EXCESS INDIVIDUALLY OR IN THE AGGREGATE FOR ALL GUARANTEED
PENSION PLANS (EXCLUDING IN SUCH COMPUTATION ANY GUARANTEED PENSION PLANS WITH
ASSETS GREATER THAN BENEFIT LIABILITIES) EXCEEDS $1,000,000 ANNUALLY.
11.1.10
INDICTMENT.
EITHER BORROWER, ANY GUARANTOR OR ANY PLEDGED ENTITY
SHALL BE INDICTED FOR A FEDERAL CRIME, A PUNISHMENT FOR WHICH COULD INCLUDE THE
FORFEITURE OF ANY ASSETS OF SUCH PERSON; OR
11.1.11
MATERIAL ADVERSE CHANGE.
THERE SHALL HAVE OCCURRED ANY CHANGE IN
OR TO THE ASSETS, LIABILITIES, FINANCIAL CONDITION OR BUSINESS OPERATIONS OF
EITHER BORROWER, ANY GUARANTOR, ANY PLEDGED ENTITY OR ANY OF THEIR SUBSIDIARIES,
TAKEN AS A WHOLE, WHICH CONSTITUTES A MATERIAL ADVERSE EFFECT.
11.2
REMEDIES UPON EVENT OF DEFAULT.
11.2.1
ACCELERATE DEBT.
THE ADMINISTRATIVE AGENT MAY, AND WITH THE
DIRECTION OF THE REQUIRED LENDERS SHALL, DECLARE THE OBLIGATIONS EVIDENCED BY
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS IMMEDIATELY DUE AND PAYABLE
AND SUCH DATE SHALL CONSTITUTE THE REVOLVER MATURITY DATE AND THE TERM LOAN
MATURITY DATE (PROVIDED THAT IN THE CASE OF THE OCCURRENCE OF AN EVENT SET FORTH
IN SECTIONS 11.1.5 AND 11.1.6, SUCH ACCELERATION SHALL BE AUTOMATIC); AND
11.2.2
PURSUE REMEDIES.
THE ADMINISTRATIVE AGENT MAY, AND WITH THE
DIRECTION OF THE REQUIRED LENDERS SHALL, PURSUE ANY AND ALL REMEDIES PROVIDED
FOR HEREUNDER, OR UNDER ANY ONE OR MORE OF THE OTHER LOAN DOCUMENTS.
EXCEPT AS
EXPRESSLY CONTEMPLATED OR PERMITTED BY THE TERMS OF THIS CREDIT AGREEMENT, EACH
LENDER MAY EXERCISE SETOFF RIGHTS AS CONTEMPLATED BY, AND PURSUANT TO,
SECTION 12 SOLELY WITH THE CONSENT OF THE ADMINISTRATIVE AGENT, BUT NOT
OTHERWISE.
FURTHER, NO LENDER IN ITS CAPACITY AS SUCH, MAY PROCEED TO PROTECT
AND ENFORCE ITS RIGHTS BY SUIT IN EQUITY, ACTION AT LAW OR OTHER PROCEEDING,
WHETHER FOR THE SPECIFIC PERFORMANCE OF ANY