FORCE AND EFFECT, OR ANY LOAN PARTY OR ANY OTHER
PERSON (INCLUDING THE HOLDER OF ANY APPLICABLE SUBORDINATED DEBT) SHALL CONTEST
IN ANY MANNER THE VALIDITY, BINDING NATURE OR ENFORCEABILITY OF ANY SUCH
PROVISION.
13.1.11
CHANGE OF CONTROL.
A CHANGE OF CONTROL SHALL OCCUR.
13.1.12
MATERIAL ADVERSE EFFECT.
THE OCCURRENCE OF ANY EVENT HAVING A
MATERIAL ADVERSE EFFECT.
13.2
EFFECT OF EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT DESCRIBED IN
SECTION 13.1.4 SHALL OCCUR IN RESPECT OF THE LOAN PARTIES, THE COMMITMENTS SHALL
IMMEDIATELY TERMINATE AND THE LOANS AND ALL OTHER OBLIGATIONS HEREUNDER SHALL
BECOME IMMEDIATELY DUE AND PAYABLE AND THE LOAN PARTIES SHALL BECOME IMMEDIATELY
OBLIGATED TO CASH COLLATERALIZE ALL LETTERS OF CREDIT, ALL WITHOUT PRESENTMENT,
DEMAND, PROTEST OR NOTICE OF ANY KIND; AND, IF ANY OTHER EVENT OF DEFAULT SHALL
OCCUR AND BE CONTINUING, THE ADMINISTRATIVE AGENT MAY (AND, UPON THE WRITTEN
REQUEST OF THE REQUIRED LENDERS SHALL) DECLARE THE COMMITMENTS TO BE TERMINATED
IN WHOLE OR IN PART AND/OR DECLARE ALL OR ANY PART OF THE LOANS AND ALL OTHER
OBLIGATIONS HEREUNDER TO BE DUE AND PAYABLE AND/OR DEMAND THAT THE LOAN PARTIES
IMMEDIATELY CASH COLLATERALIZE ALL OR ANY LETTERS OF CREDIT, WHEREUPON THE
COMMITMENTS SHALL IMMEDIATELY TERMINATE (OR BE REDUCED, AS APPLICABLE) AND/OR
THE LOANS AND OTHER OBLIGATIONS HEREUNDER SHALL BECOME IMMEDIATELY DUE AND
PAYABLE (IN WHOLE OR IN PART, AS APPLICABLE) AND/OR THE LOAN PARTIES SHALL
IMMEDIATELY BECOME OBLIGATED TO CASH COLLATERALIZE THE LETTERS OF CREDIT (ALL OR
ANY, AS APPLICABLE), ALL WITHOUT PRESENTMENT, DEMAND, PROTEST OR NOTICE OF ANY
KIND. THE ADMINISTRATIVE AGENT SHALL PROMPTLY ADVISE THE COMPANY OF ANY SUCH
DECLARATION, BUT FAILURE TO DO SO SHALL NOT IMPAIR THE EFFECT OF SUCH
DECLARATION. ANY CASH COLLATERAL DELIVERED HEREUNDER SHALL BE HELD BY THE
ADMINISTRATIVE AGENT (WITHOUT LIABILITY FOR INTEREST THEREON) AND APPLIED TO THE
OBLIGATIONS ARISING IN CONNECTION WITH ANY DRAWING UNDER A LETTER OF CREDIT.
AFTER THE EXPIRATION OR TERMINATION OF ALL LETTERS OF CREDIT, SUCH CASH
COLLATERAL SHALL BE APPLIED BY THE ADMINISTRATIVE AGENT TO ANY REMAINING
OBLIGATIONS HEREUNDER AND ANY EXCESS SHALL BE DELIVERED TO THE COMPANY OR AS A
COURT OF COMPETENT JURISDICTION MAY ELECT.
56
SECTION 14
THE AGENT.
14.1
APPOINTMENT AND AUTHORIZATION.
EACH LENDER HEREBY IRREVOCABLY
(SUBJECT TO SECTION 14.10) APPOINTS, DESIGNATES AND AUTHORIZES THE
ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO IT BY THE TERMS OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
CONTAINED ELSEWHERE IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, THE
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN, NOR SHALL THE ADMINISTRATIVE AGENT HAVE OR BE DEEMED
TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER OR PARTICIPANT, AND NO
IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES SHALL BE