OR ANY OTHER PERSON (OTHER THAN THE
AGENT OR ANY BANK) BOUND THEREBY, OR BY ANY COURT OR ANY OTHER GOVERNMENTAL OR
REGULATORY
59
AUTHORITY OR AGENCY OF COMPETENT JURISDICTION; OR ANY COURT OR ANY OTHER
GOVERNMENTAL OR REGULATORY AUTHORITY OR AGENCY OF COMPETENT JURISDICTION SHALL
MAKE A DETERMINATION THAT, OR SHALL ISSUE A JUDGMENT, ORDER, DECREE OR RULING TO
THE EFFECT THAT, ANY ONE OR MORE OF THE LOAN DOCUMENTS, OR ANY ONE OR MORE OF
THE OBLIGATIONS OF ANY BORROWER OR ANY OTHER PERSON UNDER ANY ONE OR MORE OF THE
LOAN DOCUMENTS, ARE ILLEGAL, INVALID OR UNENFORCEABLE IN ANY MATERIAL RESPECT IN
ACCORDANCE WITH THE TERMS THEREOF; OR
(XII)
AT ANY TIME AFTER THE DATE HEREOF, ANY BORROWER SHALL OWN, BOTH
LEGALLY AND BENEFICIALLY, LESS THAN ONE HUNDRED PERCENT (100%) OF ALL THE ISSUED
AND OUTSTANDING VOTING SHARES OF EACH OF ITS SUBSIDIARIES, WHICH SUBSIDIARIES
ARE SET FORTH IN EXHIBIT F HERETO, OR SUCH LESSER PERCENTAGE AS SUCH BORROWER
MAY BE PERMITTED TO OWN PURSUANT TO SECTION 5.8 OF THIS AGREEMENT.
6.2
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT AND AT ANY TIME
THEREAFTER (UNLESS SUCH EVENT OF DEFAULT SHALL THERETOFORE HAVE BEEN REMEDIED OR
WAIVED), AT THE OPTION OF THE BANKS (ACTING THROUGH THE AGENT):
(I) THE
REVOLVING CREDIT COMMITMENT AND THE SWING LINE COMMITMENT SHALL TERMINATE IN
FULL, AND EACH OF THE BANKS SHALL THEREUPON BE RELIEVED OF ALL OF ITS
OBLIGATIONS TO MAKE ANY REVOLVING LOANS HEREUNDER AND THE AGENT SHALL THEREUPON
BE RELIEVED OF ALL OF ITS OBLIGATIONS TO MAKE SWING LINE LOANS HEREUNDER AND THE
ISSUING BANK SHALL THEREUPON BE RELIEVED OF ALL OF ITS OBLIGATIONS TO MAKE ISSUE
LETTERS OF CREDIT HEREUNDER; (II) THE UNPAID PRINCIPAL AMOUNT OF THE NOTES AND
THE SWING LINE NOTE TOGETHER WITH ACCRUED INTEREST THEREON AND ALL OTHER
OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT,
DEMAND, PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED;
AND (III) THE AGENT, THE ISSUING BANK AND EACH OF THE BANKS MAY EXERCISE ANY AND
ALL RIGHTS IT HAS UNDER THIS AGREEMENT, THE NOTES, THE SWING LINE NOTE, THE
OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENTS OR AGREEMENTS EXECUTED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR BY LAW OR EQUITY, AND
PROCEED TO PROTECT AND ENFORCE THE AGENT'S, THE ISSUING BANK'S EACH BANK'S
RIGHTS BY ANY ACTION AT LAW, SUIT IN EQUITY OR OTHER APPROPRIATE PROCEEDING,
WHETHER FOR SPECIFIC PERFORMANCE OR FOR AN INJUNCTION AGAINST A VIOLATION OF ANY
COVENANT CONTAINED HEREIN OR IN ANY LOAN DOCUMENT OR IN AID OF THE EXERCISE OF
ANY POWER GRANTED HEREBY OR THEREBY OR BY LAW.
SECTION 7.
SET-OFF
7.1
ANY DEPOSITS OR OTHER SUMS AT ANY TIME CREDITED BY OR DUE FROM ANY
BANK TO ANY BORROWER, WITHOUT NOTICE (ANY SUCH NOTICE BEING EXPRESSLY WAIVED
HEREBY) AND TO THE FULLEST EXTENT PERMITTED BY LAW AND WITHOUT REGARD TO ANY
COLLATERAL OR OTHER SOURCE OF PAYMENT WHATSOEVER, MAY AT ANY TIME AFTER