SHALL BE LEGALLY TAKEN BY A JUDGMENT CREDITOR TO LEVY UPON
ASSETS OR PROPERTIES OF GEORGIA GULF OR GGCV OR THE SELLER TO ENFORCE ANY SUCH
JUDGMENT; OR
(P)
A REPORTABLE EVENT OR REPORTABLE EVENTS, OR
A FAILURE TO MAKE A REQUIRED INSTALLMENT OR OTHER PAYMENT (WITHIN THE MEANING OF
SECTION 412(N)(1) OF THE CODE), SHALL HAVE OCCURRED WITH RESPECT TO ANY PLAN OR
PLANS THAT REASONABLY COULD BE EXPECTED TO RESULT IN LIABILITY OF GEORGIA GULF
OR GGCV TO THE PENSION BENEFIT GUARANTY CORPORATION ("PBGC") OR TO A PLAN IN
40
AN AGGREGATE AMOUNT EXCEEDING $10,000,000 AND, WITHIN 30 DAYS AFTER THE
REPORTING OF ANY SUCH REPORTABLE EVENT TO THE AGENTS, ON THE PURCHASERS' BEHALF,
ANY AGENT SHALL HAVE NOTIFIED GEORGIA GULF OR GGCV IN WRITING THAT (I) SUCH
AGENT, ON THE RELATED PURCHASER'S BEHALF, HAS MADE A DETERMINATION THAT, ON THE
BASIS OF SUCH REPORTABLE EVENT OR REPORTABLE EVENTS OR THE FAILURE TO MAKE A
REQUIRED PAYMENT, THERE ARE REASONABLE GROUNDS (A) FOR THE TERMINATION OF SUCH
PLAN OR PLANS BY THE PBGC, (B) FOR THE APPOINTMENT BY THE APPROPRIATE UNITED
STATES DISTRICT COURT OF A TRUSTEE TO ADMINISTER SUCH PLAN OR PLANS OR (C) FOR
THE IMPOSITION OF A LIEN IN FAVOR OF A PLAN AND (II) AS A RESULT THEREOF A
LIQUIDATION EVENT EXISTS HEREUNDER; OR A TRUSTEE SHALL BE APPOINTED BY A UNITED
STATES DISTRICT COURT TO ADMINISTER ANY SUCH PLAN OR PLANS; OR THE PBGC SHALL
INSTITUTE PROCEEDINGS TO TERMINATE ANY PLAN OR PLANS; OR
(Q)
THE OCCURRENCE OF A SERVICER DEFAULT.
(R)
AN "EVENT OF DEFAULT" SHALL OCCUR UNDER
THE CREDIT AGREEMENT.
(S)
THE SUM OF (I) CASH THAT IS NOT SUBJECT TO
ANY LIEN OR OTHERWISE ENCUMBERED AND (II) UNDRAWN FUNDING AVAILABILITY UNDER THE
CREDIT AGREEMENT SHALL BE LESS THAN $15,000,000.
(T)
THE SELLER'S NET WORTH SHALL BE LESS THAN
THE REQUIRED CAPITAL AMOUNT.
(U)
THE OCCURRENCE OF A PLEDGE DEFAULT.
SECTION 10.2
REMEDIES.
(A)
OPTIONAL LIQUIDATION.
UPON THE OCCURRENCE
OF A LIQUIDATION EVENT (OTHER THAN A LIQUIDATION EVENT DESCRIBED IN
SECTION 10.1(E)), ANY AGENT SHALL, AT THE REQUEST, OR MAY WITH THE CONSENT, OF
THE RELATED PURCHASER, BY NOTICE TO THE SELLER DECLARE THE PURCHASE TERMINATION
DATE TO HAVE OCCURRED AND THE LIQUIDATION PERIOD TO HAVE COMMENCED.
(B)
AUTOMATIC LIQUIDATION.
UPON THE OCCURRENCE
OF A LIQUIDATION EVENT DESCRIBED IN SECTION 10.1(E), THE PURCHASE TERMINATION
DATE SHALL OCCUR AND THE LIQUIDATION PERIOD SHALL COMMENCE AUTOMATICALLY.
(C)
ADDITIONAL REMEDIES.
UPON ANY PURCHASE
TERMINATION DATE PURSUANT TO THIS SECTION 10.2, NO PURCHASES OR REINVESTMENTS
THEREAFTER WILL BE MADE, AND EACH OF THE AGENTS, THE PURCHASERS, BTM AND
WACHOVIA SHALL HAVE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES UNDER THIS
AGREEMENT OR OTHERWISE, ALL OTHER RIGHTS AND REMEDIES PROVIDED UNDER THE UCC OF
EACH APPLICABLE JURISDICTION AND OTHER APPLICABLE LAWS, WHICH RIGHTS SHALL BE
CUMULATIVE.
ARTICLE XI
THE ADMINISTRATIVE AGENT
SECTION 11.1
ADMINISTRATIVE AGENT AUTHORIZATION AND
ACTION.
Pursuant to agreements entered into with the Administrative Agent, each
Purchaser has appointed and authorized the