FAILS TO PAY WHEN DUE, AFTER
THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD AND ANY EXTENSION OF TIME FOR
PAYMENT IN CONNECTION WITH A DISPUTE UNDER TITLE IV OF ERISA, ANY INSTALLMENT
PAYMENT WITH RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA
UNDER A MULTIEMPLOYER PLAN WITH RESPECT TO WHICH IT HAS WITHDRAWAL LIABILITY IN
AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
ANY MATERIAL PROVISION OF
ANY LOAN DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY
REASON OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION
IN FULL OF ALL THE CREDIT EXTENSIONS AND ALL OTHER OBLIGATIONS, CEASES TO BE IN
FULL FORCE AND EFFECT; OR ANY LOAN PARTY CONTESTS IN WRITING THE VALIDITY OR
ENFORCEABILITY OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES IN WRITING THAT IT
HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN DOCUMENT, OR REVOKES,
TERMINATES OR RESCINDS IN WRITING ANY LOAN DOCUMENT, EXCEPT IN EACH CASE TO THE
EXTENT IN ACCORDANCE WITH THE TERMS OF SUCH LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL.
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 EACH 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 BORROWERS;
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(C)
REQUIRE THAT THE COMPANY CASH COLLATERALIZE THE L/C
OBLIGATIONS (IN AN AMOUNT EQUAL TO THE THEN OUTSTANDING AMOUNT THEREOF); AND
(D)
EXERCISE ON BEHALF OF ITSELF, THE LENDERS AND EACH L/C ISSUER
ALL RIGHTS AND REMEDIES AVAILABLE TO IT, THE LENDERS AND EACH L/C ISSUER UNDER
THE LOAN DOCUMENTS;
provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
each 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 Company to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.
8.03.
APPLICATION OF FUNDS
.
After the exercise of remedies provided for in Section 8.02 (or after the