HOLDER OF SUCH OBLIGATION (OR THE OTHER PARTY TO SUCH OTHER
AGREEMENT) TO CAUSE SUCH OBLIGATION TO BECOME DUE PRIOR TO ITS STATED MATURITY
OR TERMINATE SUCH OTHER AGREEMENT OR (II) ANY DEFAULT IN
the payment of principal, interest or any other sum for any Senior Indebtedness
or in the performance of any other term, condition or covenant contained in the
Senior Credit Agreement which results in the Senior Indebtedness becoming due
prior to its stated maturity.
(F)
ASSIGNMENT FOR CREDITORS.
ANY BORROWER MAKES AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, FAILS TO PAY, OR ADMITS IN WRITING ITS INABILITY TO
PAY ITS DEBTS AS THEY MATURE; OR IF A TRUSTEE OF ANY SUBSTANTIAL PART OF THE
ASSETS OF ANY BORROWER IS APPLIED FOR OR APPOINTED, AND IN THE CASE OF SUCH
TRUSTEE BEING APPOINTED IN A PROCEEDING BROUGHT AGAINST SUCH BORROWER, THE
BORROWER, BY ANY ACTION OR FAILURE TO ACT INDICATES ITS APPROVAL OF, CONSENT TO,
OR ACQUIESCENCE IN SUCH APPOINTMENT OR SUCH APPOINTMENT IS NOT VACATED, STAYED
ON APPEAL OR OTHERWISE SHALL NOT HAVE CEASED TO CONTINUE IN EFFECT WITHIN SIXTY
(60) DAYS AFTER THE DATE OF SUCH APPOINTMENT.
(G)
BANKRUPTCY.
ANY PROCEEDING INVOLVING ANY BORROWER, IS COMMENCED
BY OR AGAINST SUCH BORROWER UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR LIQUIDATION LAW OR STATUTE OF
THE FEDERAL GOVERNMENT OR ANY STATE GOVERNMENT, AND IN THE CASE OF ANY SUCH
PROCEEDING BEING INSTITUTED AGAINST SUCH BORROWER, (I) SUCH BORROWER, BY ANY
ACTION OR FAILURE TO ACT INDICATES ITS APPROVAL OF, CONSENT TO OR ACQUIESCENCE
THEREIN, OR (II) AN ORDER SHALL BE ENTERED APPROVING THE PETITION IN SUCH
PROCEEDINGS AND SUCH ORDER IS NOT VACATED, STAYED ON APPEAL OR OTHERWISE SHALL
NOT HAVE CEASED TO CONTINUE IN EFFECT WITHIN SIXTY (60) DAYS AFTER THE ENTRY
THEREOF.
(H)
CHANGE IN CONTROL.
A CHANGE IN CONTROL OCCURS.
SECTION 9.02.
REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, SUBJECT TO
THE TERMS OF ARTICLE VIII, THE LENDER MAY BY WRITTEN NOTICE TO THE BORROWERS AND
THE SENIOR LENDER DECLARE THE LOAN (WITH ACCRUED INTEREST THEREON) AND ALL OTHER
AMOUNTS OWING TO THE LENDER UNDER THIS AGREEMENT AND THE NOTE TO BE DUE AND
PAYABLE FORTHWITH, WHEREUPON THE SAME SHALL IMMEDIATELY BECOME DUE AND PAYABLE,
AND MAY EXERCISE ITS REMEDIES UNDER THE APPLICABLE LAW.
EXCEPT AS EXPRESSLY
PROVIDED ABOVE IN THIS ARTICLE IX, PRESENTMENT, DEMAND, PROTEST AND ALL OTHER
NOTICES OF ANY KIND ARE HEREBY EXPRESSLY WAIVED TO THE EXTENT PERMITTED BY LAW.
ARTICLE X
MISCELLANEOUS
SECTION 10.01.
NOTICES.
ALL NOTICES, CONSENTS, REQUESTS AND DEMANDS TO OR UPON
THE RESPECTIVE PARTIES HERETO TO BE EFFECTIVE SHALL BE IN WRITING OR BY TELECOPY
AND, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN OR MADE WHEN DELIVERED BY HAND OR BY OVERNIGHT COURIER, OR WHEN
DEPOSITED IN THE MAIL, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, THREE (3) DAYS AFTER BEING SO DEPOSITED OR, IN THE CASE OF TELECOPY
NOTICE, WHEN SENT, ADDRESSED AS FOLLOWS