HEREOF; OR (II) THERE EXISTS ANY FACT OR CIRCUMSTANCE THAT REASONABLY COULD BE
101
EXPECTED TO RESULT IN THE IMPOSITION OF A LIEN OR SECURITY INTEREST UNDER
SECTION 412(N) OF THE INTERNAL REVENUE CODE OR UNDER ERISA AFFECTING A MATERIAL
PORTION OF THE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE; OR
(K)
CHANGE OF CONTROL. A CHANGE OF CONTROL SHALL OCCUR; OR
(L)
GUARANTIES, COLLATERAL DOCUMENTS AND OTHER LOAN DOCUMENTS. AT ANY
TIME AFTER THE EXECUTION AND DELIVERY THEREOF, (I) THE GUARANTY FOR ANY REASON,
OTHER THAN THE SATISFACTION IN FULL OF ALL OBLIGATIONS, SHALL CEASE TO BE IN
FULL FORCE AND EFFECT (OTHER THAN IN ACCORDANCE WITH ITS TERMS) OR SHALL BE
DECLARED TO BE NULL AND VOID OR ANY GUARANTOR SHALL REPUDIATE ITS OBLIGATIONS
THEREUNDER, (II) THIS AGREEMENT OR ANY COLLATERAL DOCUMENT COVERING A MATERIAL
PORTION OF THE COLLATERAL CEASES TO BE IN FULL FORCE AND EFFECT (OTHER THAN BY
REASON OF A RELEASE OF COLLATERAL IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF
OR THE SATISFACTION IN FULL OF THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS
HEREOF) OR SHALL BE DECLARED NULL AND VOID, OR COLLATERAL AGENT SHALL NOT HAVE
OR SHALL CEASE TO HAVE A VALID AND PERFECTED LIEN IN A MATERIAL PORTION OF THE
COLLATERAL PURPORTED TO BE COVERED BY THE COLLATERAL DOCUMENTS WITH THE PRIORITY
REQUIRED BY THE RELEVANT COLLATERAL DOCUMENT, IN EACH CASE FOR ANY REASON OTHER
THAN THE FAILURE OF COLLATERAL AGENT OR ANY SECURED PARTY TO TAKE ANY ACTION
WITHIN ITS CONTROL, OR (III) ANY LOAN PARTY SHALL CONTEST THE VALIDITY OR
ENFORCEABILITY OF ANY LOAN DOCUMENT IN WRITING OR DENY IN WRITING THAT IT HAS
ANY FURTHER LIABILITY, INCLUDING WITH RESPECT TO FUTURE ADVANCES BY LENDERS,
UNDER ANY LOAN DOCUMENT TO WHICH IT IS A PARTY; OR
(M)
HEALTH CARE MATTERS. BORROWER OR ANY OF ITS SUBSIDIARIES FAILS TO
(I) COMPLY WITH ANY HEALTH CARE LAW OR (II) MAINTAIN ANY GOVERNMENTAL
AUTHORIZATION, MATERIAL ACCREDITATION OR GOVERNMENT THIRD PARTY PAYOR PROGRAM
PROVIDER AGREEMENT, AND, IN THE CASE OF CLAUSE (I) OR (II) ABOVE, SUCH FAILURE,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT AND IS NOT CURED WITHIN 30 DAYS AFTER THE EARLIER OF (I)
A RESPONSIBLE OFFICER OF A LOAN PARTY BECOMING AWARE OF SUCH DEFAULT OR (II) THE
RECEIPT BY BORROWER OF WRITTEN NOTICE FROM ADMINISTRATIVE AGENT OR ANY LENDER OF
SUCH DEFAULT;
THEN, (1) upon the occurrence of any Event of Default described in Section
8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the
continuance of any other Event of Default, at the request of (or with the
consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent,
(A) the Revolving Commitments, if any, of each Lender having such Revolving
Commitments and the obligation of Issuing Bank to issue any Letter of Credit
shall immediately terminate; (B) the Delayed Draw Term Loan Commitments, if any,
of each Lender having such Delayed Draw