OBLIGATION THEREUNDER;
(N)
ENFORCEABILITY OR PERFECTION OF LOAN DOCUMENTS.
(I) ANY LOAN
DOCUMENT SHALL, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON,
CEASE TO BE IN FULL FORCE AND EFFECT OR SHALL BE DECLARED TO BE NULL AND VOID,
THE VALIDITY OR ENFORCEABILITY THEREOF SHALL BE CONTESTED BY ANY PERSON PARTY
THERETO (OTHER THAN THE ADMINISTRATIVE AGENT OR ANY LENDER) OR ANY SUCH PERSON
PARTY THERETO (OTHER THAN THE ADMINISTRATIVE AGENT OR ANY LENDER) SHALL DENY
THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION THEREUNDER, OR THE
OBLIGATIONS SHALL BE SUBORDINATED FOR ANY REASON (OTHER THAN BY THE CONSENT OF
THE LENDERS); OR (II) ANY LIEN CREATED
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UNDER ANY LOAN DOCUMENT SHALL FAIL TO CONSTITUTE A FULLY PERFECTED LIEN IN A
MATERIAL PORTION OF THE COLLATERAL, SUBJECT ONLY TO PERMITTED LIENS, AND SUCH
FAILURE SHALL CONTINUE FOR AT LEAST 30 DAYS AFTER THE EARLIER OF (A) THE DATE
UPON WHICH A RESPONSIBLE OFFICER KNEW OR REASONABLY SHOULD HAVE KNOWN OF SUCH
DEFAULT OR (B) THE DATE UPON WHICH WRITTEN NOTICE THEREOF IS GIVEN TO THE
COMPANY BY THE ADMINISTRATIVE AGENT OR ANY LENDER;
(O)
MATERIAL AGREEMENTS.
THE COMPANY, ANY GUARANTOR OR ANY OTHER
SUBSIDIARY FAILS TO DULY OBSERVE, PERFORM OR COMPLY WITH ANY AGREEMENT WITH ANY
PERSON OR ANY TERM OR CONDITION OF ANY INSTRUMENT, IF SUCH FAILURE IS NOT
REMEDIED WITHIN THE APPLICABLE PERIOD OF GRACE (IF ANY) PROVIDED IN SUCH
AGREEMENT OR INSTRUMENT AND THE TERMINATION OF THE INSTRUMENT OR AGREEMENT WOULD
HAVE A MATERIAL ADVERSE EFFECT; OR
(P)
ERISA.
EITHER (I) ANY "ACCUMULATED FUNDING DEFICIENCY" (AS
DEFINED IN SECTION 412(A) OF THE CODE) IN EXCESS OF $100,000 EXISTS WITH RESPECT
TO ANY ERISA PLAN, WHETHER OR NOT WAIVED BY THE SECRETARY OF THE TREASURY OR HIS
DELEGATE, OR (II) THE COMPANY OR ANY ERISA AFFILIATE INSTITUTES STEPS TO
TERMINATE ANY ERISA PLAN AND THE THEN CURRENT VALUE OF SUCH ERISA PLAN'S BENEFIT
LIABILITIES EXCEEDS THE THEN CURRENT VALUE OF SUCH ERISA PLAN'S ASSETS AVAILABLE
FOR THE PAYMENT OF SUCH BENEFIT LIABILITIES BY MORE THAN $100,000.
9.2
Remedies.
If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders:
(A)
DECLARE THE COMMITMENT, IF ANY, OF EACH LENDER TO MAKE LOANS TO BE
TERMINATED, OR DECLARE ALL OR ANY PART OF THE UNPAID PRINCIPAL OF THE LOANS, ALL
INTEREST ACCRUED AND UNPAID THEREON AND ALL OTHER AMOUNTS PAYABLE UNDER THE LOAN
DOCUMENTS TO BE IMMEDIATELY DUE AND PAYABLE, WHEREUPON THE SAME SHALL, WITHOUT
PRESENTMENT, DEMAND, PROTEST, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF
ACCELERATION, OR ANY OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED BY THE COMPANY AND EACH GUARANTOR;
(B)
GIVE NOTICE THEREOF TO THE COLLATERAL TRUSTEE AND ISSUE DIRECTIONS
TO THE COLLATERAL TRUSTEE TO COMMENCE EXERCISE OF ANY OF THE COLLATERAL
TRUSTEE'S RIGHTS AND REMEDIES UNDER THE COLLATERAL TRUST AGREEMENT AND THE OTHER
SECURITY DOCUMENTS AND OTHERWISE DIRECT THE TIME,