TOGETHER WITH ALL OTHER SUCH EVENTS OR CONDITIONS, IF ANY, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(J)
THE COMPANY SHALL CEASE TO OWN, DIRECTLY
OR INDIRECTLY, ONE HUNDRED PERCENT (100%) OF THE LEGAL AND BENEFICIAL OWNERSHIP
OF EACH OTHER BORROWER EXCEPT FOR DIRECTORS QUALIFYING SHARES OR PURSUANT TO A
TRANSACTION PERMITTED UNDER SECTION 6.3 OR SECTION 6.4; OR
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED OR SENT A NOTICE OF ELECTION TO SHARE, AS DEFINED IN, AND PURSUANT TO,
THE SHARING AGREEMENT;
(L)
ANY LOAN DOCUMENT SHALL CEASE TO BE
LEGAL, VALID AND BINDING AGREEMENTS ENFORCEABLE AGAINST ANY BORROWER EXECUTING
THE SAME IN ACCORDANCE WITH THE TERMS THEREOF OR SHALL IN ANY WAY BE TERMINATED
(EXCEPT IN ACCORDANCE WITH ITS TERMS) OR BECOME OR BE DECLARED INEFFECTIVE OR
INOPERATIVE OR SHALL IN ANY WAY BE CHALLENGED AND THEREBY DEPRIVE OR DENY THE
LENDERS AND/OR THE ADMINISTRATIVE AGENT OF THE INTENDED BENEFITS THEREOF OR THEY
SHALL THEREBY CEASE SUBSTANTIALLY TO HAVE THE RIGHTS, TITLES, INTERESTS,
REMEDIES, POWERS OR PRIVILEGES INTENDED TO BE CREATED THEREBY.
(M)
A FOREIGN BENEFIT EVENT SHALL OCCUR.
79
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to a Borrower,
automatically the Commitments and the Swing Line Commitment (including the
obligations of an Issuing Lender to thereafter issue Letters of Credit and the
Lenders to participate therein) shall immediately terminate, and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement, the Notes and the other Loan Documents shall automatically and
immediately become due and payable (including, without limitation, all Letter of
Credit Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder), and
(B) if such event is any other Event of Default, with the consent of the
Required Lenders, the Administrative Agent may, or upon the written request of
the Required Lenders, the Administrative Agent shall, (i) by notice to the
Company declare the Commitments and the Swing Line Commitment to be terminated
forthwith, whereupon the Commitments, the Swing Line Commitment and the
obligations of the Lenders to make Loans, and the obligation of an Issuing
Lender to issue Letters of Credit and the Lenders to participate in any Letters
of Credit or Swing Line Loans thereafter issued shall immediately terminate;
(ii) by notice of default to the Company, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement, the
Notes and the other Loan Documents to be due and payable forthwith, whereupon
the same shall immediately become due and payable (including, without
limitation, all Letter of Credit Obligations, whether or not the beneficiaries
of the then outstanding Letters of Credit shall have presented the documents
required thereunder); and/or (iii) by notice to the Company require the
Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest
bearing account