(N)
HOLDINGS SHALL FAIL TO PLEDGE ALL OF THE
STOCK OF BORROWER AS COLLATERAL WITHIN TEN (10) DAYS AFTER PAYMENT IN FULL OF
THE ZERO COUPON DEBT.
8.2
REMEDIES.
(A)
IF ANY DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, AGENT MAY (AND AT THE WRITTEN REQUEST OF THE
REQUISITE REVOLVING LENDERS SHALL), WITHOUT NOTICE, SUSPEND THE REVOLVING LOAN
FACILITIES WITH RESPECT TO ADDITIONAL ADVANCES AND/OR THE INCURRENCE OF
ADDITIONAL LETTER OF CREDIT OBLIGATIONS, WHEREUPON ANY ADDITIONAL ADVANCES AND
ADDITIONAL LETTER OF CREDIT OBLIGATIONS SHALL BE MADE OR INCURRED IN AGENT'S
SOLE DISCRETION (OR IN THE SOLE DISCRETION OF THE REQUISITE REVOLVING LENDERS,
IF SUCH SUSPENSION OCCURRED AT THEIR DIRECTION) SO LONG AS SUCH DEFAULT OR EVENT
OF DEFAULT IS CONTINUING.
IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, AGENT MAY (AND AT THE WRITTEN REQUEST OF REQUISITE LENDERS
SHALL),
59
WITHOUT NOTICE EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, INCREASE THE RATE
OF INTEREST APPLICABLE TO THE LOANS AND THE LETTER OF CREDIT FEES TO THE DEFAULT
RATE.
(B)
IF ANY EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AGENT MAY (AND AT THE WRITTEN REQUEST OF THE REQUISITE LENDERS
SHALL), WITHOUT NOTICE: (I) TERMINATE THE REVOLVING LOAN FACILITIES WITH RESPECT
TO FURTHER ADVANCES OR THE INCURRENCE OF FURTHER LETTER OF CREDIT OBLIGATIONS;
(II) REDUCE THE REVOLVING LOAN COMMITMENTS FROM TIME TO TIME UPON WRITTEN NOTICE
TO BORROWER; (III) DECLARE ALL OR ANY PORTION OF THE OBLIGATIONS, INCLUDING ALL
OR ANY PORTION OF ANY LOAN TO BE FORTHWITH DUE AND PAYABLE, AND REQUIRE THAT THE
LETTER OF CREDIT OBLIGATIONS BE CASH COLLATERALIZED AS PROVIDED IN ANNEX B, ALL
WITHOUT PRESENTMENT, DEMAND, PROTEST OR FURTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE EXPRESSLY WAIVED BY BORROWER AND EACH OTHER CREDIT PARTY; AND (IV) EXERCISE
ANY RIGHTS AND REMEDIES PROVIDED TO AGENT UNDER THE LOAN DOCUMENTS OR AT LAW OR
EQUITY, INCLUDING ALL REMEDIES PROVIDED UNDER THE CODE; PROVIDED, THAT UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT SPECIFIED IN SECTIONS 8.1(H) OR (I), THE
COMMITMENTS SHALL BE IMMEDIATELY TERMINATED AND ALL OF THE OBLIGATIONS,
INCLUDING THE REVOLVING LOANS (BUT EXCLUSIVE OF OBLIGATIONS OF ANY OF THE
FOREIGN CREDIT PARTIES UNDER THE INTERCOMPANY NOTES), SHALL BECOME IMMEDIATELY
DUE AND PAYABLE WITHOUT DECLARATION, NOTICE OR DEMAND BY ANY PERSON.
8.3
WAIVERS BY CREDIT PARTIES.
EXCEPT AS
OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR BY APPLICABLE LAW, EACH CREDIT PARTY
WAIVES: (A) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, DISHONOR,
NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST, DEFAULT,
NONPAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF
ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS,
CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT ON WHICH ANY CREDIT PARTY
MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT MAY DO
IN THIS REGARD, (B) ALL RIGHTS TO NOTICE AND A HEARING PRIOR TO AGENT'S TAKING
POSSESSION OR CONTROL OF, OR TO AGENT'S REPLEVY, ATTACHMENT OR LEVY