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 THE L/C ISSUERS 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, OTHER THAN SECURED HEDGE AGREEMENTS,
WHICH SHALL BE GOVERNED BY THEIR OWN PROVISIONS, 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 LOAN PARTIES;
(C)
REQUIRE THAT THE BORROWERS CASH COLLATERALIZE THE TOTAL L/C
EXPOSURES (IN AN AMOUNT EQUAL TO 105% THE TOTAL L/C EXPOSURES AS OF SUCH DATE);
AND
(D)
EXERCISE ON BEHALF OF ITSELF AND THE OTHER SECURED PARTIES, ALL
RIGHTS AND REMEDIES AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN DOCUMENTS OR
APPLICABLE LAW;
provided, however, that upon the occurrence of any Event of Default under
Sections 9.01(f) or 9.01(g) or any actual or deemed entry of an order for relief
with respect to any of the Loan Parties under the Bankruptcy Code, the
obligation of each Lender to make Loans and any obligation of the L/C Issuers 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 Loan
Parties to Cash Collateralize the total L/C Exposures as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.
SECTION 9.03
RESERVED.
SECTION 9.04
APPLICATION OF FUNDS.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (OR AFTER THE LOANS HAVE OTHERWISE
BECOME DUE AND PAYABLE AND THE L/C EXPOSURES HAVE BEEN REQUIRED TO BE CASH
COLLATERALIZED AS SET FORTH IN THE PROVISO TO SECTION 9.02), ANY AMOUNTS
RECEIVED ON ACCOUNT OF THE OBLIGATIONS SHALL BE APPLIED BY THE ADMINISTRATIVE
AGENT IN THE FOLLOWING ORDER:
(A)
FIRST, TO PAYMENT OF THAT PORTION OF THE OBLIGATIONS CONSTITUTING
FEES, INDEMNITIES, FUNDING LOSSES, EXPENSES AND OTHER AMOUNTS (INCLUDING
ATTORNEY COSTS AND AMOUNTS PAYABLE UNDER ARTICLE III) PAYABLE TO THE
ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH;
(B)
SECOND, TO PAYMENT OF THAT PORTION OF THE OBLIGATIONS CONSTITUTING
FEES (OTHER THAN UNUSED COMMITMENT FEES), INDEMNITIES AND OTHER AMOUNTS (OTHER
THAN PRINCIPAL AND INTEREST) PAYABLE TO THE LENDERS (INCLUDING ATTORNEY COSTS
AND AMOUNTS
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PAYABLE UNDER ARTICLE III), RATABLY AMONG THEM IN PROPORTION TO THE AMOUNTS
DESCRIBED IN THIS CLAUSE (B) PAYABLE TO THEM;
(C)
THIRD, TO PAYMENT OF THAT PORTION OF THE OBLIGATIONS CONSTITUTING
ACCRUED AND UNPAID INTEREST AND UNUSED COMMITMENT FEES ON THE LOANS AND
UNREIMBURSED L/C AMOUNTS AND FEES AND SCHEDULED PERIODIC PAYMENTS, AND ANY
INTEREST ACCRUED THEREON, DUE UNDER