SAME FAMILY" OF MR.
DON TYSON AS DEFINED IN SECTION 447(E) OF THE CODE SHALL CEASE TO HAVE AT LEAST
51% OF THE TOTAL COMBINED VOTING POWER OF THE OUTSTANDING STOCK OF THE BORROWER;
OR
(K)
GUARANTEE AGREEMENT.
AT ANY TIME AFTER THE DELIVERY OF THE GUARANTEE AGREEMENT, THE GUARANTEE
AGREEMENT SHALL NOT FOR ANY REASON BE, OR SHALL BE ASSERTED BY THE BORROWER OR
TFM NOT TO BE, IN FULL FORCE AND EFFECT AND ENFORCEABLE AGAINST TFM IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS.
SECTION 8.02.
REMEDIES.
IF ANY
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE ADMINISTRATIVE AGENT
SHALL AT THE REQUEST OF, OR MAY WITH THE CONSENT OF, THE MAJORITY LENDERS:
(A)
DECLARE BY WRITTEN
NOTICE TO THE BORROWER PURSUANT TO SECTION 10.01 THE COMMITMENT OF EACH LENDER
AND ANY OBLIGATION OF THE ISSUING BANKS TO ISSUE LETTERS OF CREDIT TO BE
TERMINATED, WHEREUPON SUCH COMMITMENT AND SUCH OBLIGATIONS SHALL FORTHWITH BE
TERMINATED; AND/OR
112
(B)
DECLARE BY WRITTEN
NOTICE TO THE BORROWER PURSUANT TO SECTION 10.01 (I) THE UNPAID PRINCIPAL AMOUNT
OF ALL OUTSTANDING LOANS AND ALL INTEREST ACCRUED AND UNPAID THEREON, (II) AN
AMOUNT EQUAL TO THE MAXIMUM AGGREGATE AMOUNT THAT IS OR AT ANY TIME THEREAFTER
MAY BECOME AVAILABLE FOR DRAWING UNDER ANY OUTSTANDING LETTERS OF CREDIT
(WHETHER OR NOT ANY BENEFICIARY SHALL HAVE PRESENTED, OR SHALL BE ENTITLED AT
SUCH TIME TO PRESENT, THE DRAFTS OR OTHER DOCUMENTS REQUIRED TO DRAW UNDER SUCH
LETTERS OF CREDIT), AND (III) ALL OTHER OBLIGATIONS PAYABLE HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE, WHEREUPON THE LOANS,
ALL SUCH INTEREST, THE AMOUNTS PAYABLE UNDER CLAUSE (II) AND ALL SUCH
OBLIGATIONS SHALL BECOME AND BE FORTHWITH DUE AND PAYABLE WITHOUT PRESENTMENT,
DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED BY THE BORROWER;
provided, however, that upon the occurrence of any event specified in Section
8.01(f) or (g) with respect to the Borrower, the Commitment of each Lender to
make Loans and any obligation of the Issuing Banks to issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest accrued thereon, all amounts payable under paragraph
(b)(ii) and all other Obligations shall automatically become due and payable
without further action of the Administrative Agent, any Issuing Bank or any
Lender.
SECTION 8.03.
RIGHTS NOT
EXCLUSIVE.
THE RIGHTS PROVIDED FOR IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY OTHER RIGHTS, POWERS,
PRIVILEGES OR REMEDIES PROVIDED BY LAW OR IN EQUITY, OR UNDER ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT NOW EXISTING OR HEREAFTER ARISING; PROVIDED,
HOWEVER, THAT THE ADMINISTRATIVE AGENT WILL NOT HAVE THE RIGHT TO EXERCISE THE
REMEDIES PROVIDED FOR IN SECTION 8.02 (OTHER THAN THOSE ARISING OUT OF EVENTS OF
DEFAULT DEFINED IN SECTIONS 8.01(F) AND (G) WITH RESPECT TO THE BORROWER) OTHER
THAN BY WRITTEN NOTICE TO THE BORROWER AS CONTEMPLATED BY SECTIONS 8.02(A)