LONGER PERIOD DURING WHICH EXECUTION OF THE SAME SHALL HAVE BEEN STAYED, APPEAL
THEREFROM AND CAUSE THE EXECUTION THEREOF TO BE STAYED DURING SUCH APPEAL; OR
(K)
ANY GUARANTY AFTER DELIVERY THEREOF SHALL
FOR ANY REASON, EXCEPT TO THE EXTENT PERMITTED BY THE TERMS THEREOF, CEASE TO BE
IN FULL FORCE AND EFFECT AND VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, OR THE BORROWER OR ANY GUARANTOR SHALL SO STATE IN WRITING; OR
(L)
A CHANGE OF CONTROL SHALL OCCUR; OR
(M)
ANY LIEN PURPORTED TO BE CREATED UNDER THE
PLEDGE AGREEMENT SHALL FAIL OR CEASE TO BE, OR SHALL BE ASSERTED BY BORROWER OR
ANY GUARANTOR NOT TO BE, A VALID, PERFECTED FIRST PRIORITY LIEN ON THE PLEDGED
COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENT), EXCEPT AS A RESULT OF (I) THE
ADMINISTRATIVE AGENT'S FAILURE TO TAKE ANY ACTION REASONABLY REQUESTED BY
BORROWER IN ORDER TO MAINTAIN A VALID AND PERFECTED LIEN ON ANY COLLATERAL OR
(II) ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT TO RELEASE ANY LIEN ON ANY
COLLATERAL;
54
(N)
THE FAILURE OF THE GENERAL PARTNER TO COMPLY
IN ALL MATERIAL RESPECTS WITH ANY TERMS AND PROVISIONS OF ITS LIMITED LIABILITY
COMPANY AGREEMENT REGARDING MAINTAINING THE SEPARATENESS OF THE RECORDS, ASSETS
AND FORMALITIES OF THE GENERAL PARTNER FROM ANY OTHER PERSON, OR THE AMENDING,
SUPPLEMENTING OR OTHERWISE MODIFYING (PURSUANT TO A WAIVER OR OTHERWISE) ANY OF
SUCH SEPARATENESS PROVISIONS IN A MANNER MATERIALLY ADVERSE TO THE INTERESTS OF
THE LENDERS UNLESS BORROWER HAS OBTAINED A RATINGS AFFIRMATION IN CONNECTION
WITH ANY SUCH AMENDMENT, SUPPLEMENT, MODIFICATION OR FAILURE TO COMPLY; OR
(O)
ANY ERISA EVENT SHALL HAVE OCCURRED THAT
COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES IN EXCESS OF $5,000,000, AND 30 DAYS AFTER NOTICE SHALL HAVE
BEEN GIVEN TO THE BORROWER, SUCH ERISA EVENT SHALL STILL EXIST.
SECTION 10.02.
REMEDIES.
(A)
IN THE CASE OF AN EVENT OF DEFAULT OTHER
THAN ONE REFERRED TO IN SUBSECTION (F), (G) OR (H) OF SECTION 10.01, THE AGENT,
UPON REQUEST OF THE REQUIRED LENDERS, SHALL, BY NOTICE TO THE BORROWER, CANCEL
THE COMMITMENTS AND/OR DECLARE THE PRINCIPAL AMOUNT THEN OUTSTANDING OF, AND THE
ACCRUED INTEREST ON, THE LOANS AND ALL OTHER AMOUNTS PAYABLE BY THE BORROWER
HEREUNDER (INCLUDING WITHOUT LIMITATION THE PAYMENT OF CASH COLLATERAL TO SECURE
THE LC EXPOSURE AS PROVIDED IN SECTION 2.09(B)) TO BE FORTHWITH DUE AND PAYABLE,
WHEREUPON SUCH AMOUNTS SHALL BE IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT,
DEMAND, PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR OTHER
FORMALITIES OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE
BORROWER.
(B)
IN THE CASE OF THE OCCURRENCE OF AN EVENT OF
DEFAULT REFERRED TO IN SUBSECTION (F), (G) OR (H) OF SECTION 10.01, THE
COMMITMENTS SHALL BE AUTOMATICALLY CANCELED AND THE PRINCIPAL AMOUNT THEN
OUTSTANDING OF, AND THE ACCRUED INTEREST ON, THE LOANS AND ALL OTHER AMOUNTS
PAYABLE BY THE BORROWER HEREUNDER (INCLUDING WITHOUT LIMITATION THE PAYMENT OF
CASH