HAVE, OR COULD REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND, IN EITHER CASE,
(A) ENFORCEMENT PROCEEDINGS ARE COMMENCED BY ANY CREDITOR UPON SUCH JUDGMENT OR
ORDER, OR (B) THERE IS A PERIOD OF 10 CONSECUTIVE DAYS WHILE SUCH JUDGMENT SHALL
NOT HAVE BEEN DISCHARGED DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT, BY
REASON OF A PENDING APPEAL OR OTHERWISE, IS NOT IN EFFECT; OR
(I)
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 BORROWERS UNDER TITLE IV OF ERISA TO THE PENSION
PLAN, MULTIEMPLOYER PLAN OR THE PBGC; OR (II) ANY 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; 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 OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY
CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF ANY
LOAN DOCUMENT; OR ANY LOAN PARTY DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR
OBLIGATION UNDER ANY PROVISION OF ANY LOAN DOCUMENT, OR PURPORTS TO REVOKE,
TERMINATE OR RESCIND ANY PROVISION OF ANY LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL; OR
73
(L)
SECURITY DOCUMENTS.
ANY SECURITY DOCUMENT AFTER DELIVERY THEREOF
PURSUANT TO SECTION 4.1 OR 6.12 SHALL FOR ANY REASON (OTHER THAN PURSUANT TO THE
TERMS THEREOF OR SOLELY AS A RESULT OF ACTION OR INACTION OF THE SECURED PARTY
THEREUNDER) CEASE TO CREATE A VALID AND PERFECTED FIRST PRIORITY ENCUMBRANCE
(SUBJECT TO PERMITTED ENCUMBRANCES) ON THE COLLATERAL PURPORTED TO BE COVERED
THEREBY; OR
(M)
SUBORDINATION.
(I) THE SUBORDINATION PROVISIONS OF THE
SUBORDINATION AGREEMENT (THE "SUBORDINATION PROVISIONS") SHALL, IN WHOLE OR IN
PART, TERMINATE, CEASE TO BE EFFECTIVE OR CEASE TO BE LEGALLY VALID, BINDING AND
ENFORCEABLE AGAINST ANY HOLDER OF THE SUBORDINATED DEBT; OR (II) THE BORROWERS
OR ANY OTHER LOAN PARTY SHALL, DIRECTLY OR INDIRECTLY, DISAVOW OR CONTEST IN ANY
MANNER (A) THE EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY OF THE
SUBORDINATION PROVISIONS, (B) THAT THE SUBORDINATION PROVISIONS EXIST FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER OR (C) THAT
ALL PAYMENTS OF PRINCIPAL OF OR PREMIUM AND INTEREST ON THE SUBORDINATED DEBT,
OR REALIZED FROM THE LIQUIDATION OF ANY PROPERTY OF ANY LOAN PARTY, SHALL BE
SUBJECT TO ANY OF THE SUBORDINATION PROVISIONS.
9.2
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT OCCURS
AND IS CONTINUING, THE ADMINISTRATIVE AGENT MAY, OR AT THE REQUEST OF THE
MAJORITY LENDERS SHALL, TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: