UPON THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS ("EVENT OF DEFAULT"):
(A)
BORROWER FAILS TO MAKE ANY PAYMENT DUE
UNDER THE NOTE, WITHIN FIVE (5) DAYS AFTER THE DATE DUE (PROVIDED THAT SUCH FIVE
(5) DAY PERIOD SHALL NOT APPLY ON ANY PAYMENT DUE ON THE MATURITY DATE, AS
DEFINED IN THE NOTE), OR BORROWER FAILS TO MAKE ANY PAYMENT DEMANDED BY LENDER
UNDER ANY OTHER LOAN DOCUMENT, WITHIN TEN (10) DAYS AFTER THE DATE DUE OR AFTER
WRITTEN DEMAND BY LENDER IF NO DUE DATE IS STATED THEREFOR; OR
(B)
BORROWER FAILS TO TIMELY OBSERVE, PERFORM
AND COMPLY WITH ANY COVENANT CONTAINED IN THIS AGREEMENT OTHER THAN THOSE
REFERRED TO IN CLAUSE (A), AND DOES NOT EITHER CURE THAT FAILURE WITHIN THIRTY
(30) DAYS AFTER WRITTEN NOTICE FROM LENDER, OR, IF THE DEFAULT CANNOT BE CURED
IN THIRTY (30) DAYS, WITHIN A REASONABLE TIME BUT NOT TO EXCEED NINETY (90) DAYS
AFTER WRITTEN NOTICE; OR
(C)
BORROWER BECOMES INSOLVENT OR THE SUBJECT
OF ANY BANKRUPTCY OR OTHER VOLUNTARY OR INVOLUNTARY PROCEEDING, IN OR OUT OF
COURT, FOR THE ADJUSTMENT OF DEBTOR-CREDITOR RELATIONSHIPS; OR
(D)
BORROWER DISSOLVES, TERMINATES, OR
LIQUIDATES; OR
(E)
ANY REPRESENTATION OR WARRANTY MADE OR
GIVEN BY BORROWER IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVES TO HAVE
BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT AT THE TIME GIVEN; OR
(F)
A DEFAULT IS DECLARED OR OCCURS UNDER ANY
OF THE OTHER LOAN DOCUMENTS (AND, IF A CURE PERIOD IS PROVIDED WITH RESPECT TO
SAID DEFAULT, SAID DEFAULT IS NOT FULLY CURED WITHIN THE PERIOD PROVIDED IN SAID
LOAN DOCUMENT FOR CURE OF SAID DEFAULT); OR
(G)
A FINAL, NON-APPEALABLE JUDGMENT FROM A
COURT OF COMPETENT JURISDICTION IN AN AMOUNT GREATER THAN FIVE MILLION DOLLARS
($5,000,000) IN EXCESS OF ANY INSURANCE COVERAGE IS ENTERED AGAINST BORROWER; OR
(H)
BORROWER OR ANY OF ITS SUBSIDIARIES DEFAULTS
UNDER ANY INSTRUMENT FOR INDEBTEDNESS OR BORROWED MONEY (OTHER THAN ANY
ACQUISITION DEBT, AND OTHER THAN ANY INDEBTEDNESS OF MAGNETEK S.P.A) THAT
RESULTS IN THE ACCELERATION OF SUCH INDEBTEDNESS; OR
(I)
BORROWER EXPERIENCES A MATERIAL ADVERSE
EFFECT.
8
6.2.
REMEDIES.
IF AN EVENT OF DEFAULT OCCURS UNDER
THIS AGREEMENT, (A) LENDER MAY EXERCISE ANY RIGHT OR REMEDY WHICH IT HAS UNDER
ANY OF THE LOAN DOCUMENTS, OR WHICH IS OTHERWISE AVAILABLE AT LAW OR IN EQUITY
OR BY STATUTE, AND ALL OF LENDER'S RIGHTS AND REMEDIES SHALL BE CUMULATIVE, (B)
LENDER SHALL HAVE THE RIGHT TO SET-OFF AND APPLY, TO THE EXTENT THEREOF AND TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL DEPOSITS, FUNDS, OR ASSETS AT
ANY TIME HELD AND ANY AND ALL OTHER INDEBTEDNESS AT ANY TIME OWING BY LENDER TO
OR FOR THE CREDIT OR ACCOUNT OF BORROWER AGAINST ANY INDEBTEDNESS OWNING UNDER
THE NOTE IMMEDIATELY UPON THE OCCURRENCE OF ANY DEFAULT NOTWITHSTANDING ANY
NOTICE REQUIREMENTS, GRACE OR CURE PERIODS, AND (C) ALL OF BORROWER'S
OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL BECOME IMMEDIATELY DUE AND PAYABLE
WITHOUT NOTICE OF DEFAULT,