TAKE ANY ACTION FOR THE PURPOSE OF
CALLING A MEETING OF THE STOCKHOLDERS OF THE BORROWER TO CONSIDER A RESOLUTION
TO DISSOLVE AND WIND-UP THE BORROWER'S AFFAIRS.
(J)
THE BORROWER OR ANY SUBSIDIARY SHALL
BECOME UNABLE, ADMIT IN WRITING ITS INABILITY OR FAIL GENERALLY TO PAY ITS DEBTS
AS THEY BECOME DUE.
(K)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF
MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $25,000,000 (TO THE EXTENT NOT COVERED
BY INDEPENDENT THIRD PARTY INSURANCE PROVIDED BY INSURERS OF THE HIGHEST CLAIMS
PAYING RATING OR FINANCIAL STRENGTH AS TO WHICH THE INSURER DOES NOT DISPUTE
COVERAGE AND IS NOT SUBJECT TO AN INSOLVENCY PROCEEDING) AND THE SAME SHALL
REMAIN UNDISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH EXECUTION
SHALL NOT BE EFFECTIVELY STAYED.
(L)
THE LOAN DOCUMENTS 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 THEIR TERMS AGAINST THE BORROWER OR A GUARANTOR PARTY THERETO
OR SHALL BE REPUDIATED BY ANY OF THEM, OR CEASE TO CREATE A VALID AND PERFECTED
LIEN OF THE PRIORITY REQUIRED THEREBY ON ANY OF THE COLLATERAL PURPORTED TO BE
COVERED THEREBY, EXCEPT TO THE EXTENT PERMITTED BY THE TERMS OF THIS AGREEMENT,
OR THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR AFFILIATES SHALL SO STATE IN
WRITING.
84
(M)
A CHANGE IN CONTROL SHALL OCCUR.
SECTION 10.02
REMEDIES.
(A)
IN THE CASE OF AN EVENT OF DEFAULT OTHER
THAN ONE DESCRIBED IN SECTION 10.01(H), SECTION 10.01(I) OR SECTION 10.01(J), AT
ANY TIME THEREAFTER DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT, THE
ADMINISTRATIVE AGENT MAY, AND AT THE REQUEST OF THE MAJORITY LENDERS, SHALL, BY
NOTICE TO THE BORROWER, TAKE EITHER OR BOTH OF THE FOLLOWING ACTIONS, AT THE
SAME OR DIFFERENT TIMES:
(I) TERMINATE THE COMMITMENTS, AND THEREUPON THE
COMMITMENTS SHALL TERMINATE IMMEDIATELY, AND (II) DECLARE THE NOTES AND THE
LOANS THEN OUTSTANDING TO BE DUE AND PAYABLE IN WHOLE (OR IN PART, IN WHICH CASE
ANY PRINCIPAL NOT SO DECLARED TO BE DUE AND PAYABLE MAY THEREAFTER BE DECLARED
TO BE DUE AND PAYABLE), AND THEREUPON THE PRINCIPAL OF THE LOANS SO DECLARED TO
BE DUE AND PAYABLE, TOGETHER WITH ACCRUED INTEREST THEREON AND ALL FEES AND
OTHER OBLIGATIONS OF THE BORROWER AND THE GUARANTORS ACCRUED HEREUNDER AND UNDER
THE NOTES AND THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE
PAYMENT OF CASH COLLATERAL TO SECURE THE LC EXPOSURE AS PROVIDED IN
SECTION 2.08(I)), SHALL BECOME DUE AND PAYABLE IMMEDIATELY, WITHOUT PRESENTMENT,
DEMAND, PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR OTHER
NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE BORROWER AND EACH
GUARANTOR; AND IN CASE OF AN EVENT OF DEFAULT DESCRIBED IN SECTION 10.01(H),
SECTION 10.01(I) OR SECTION 10.01(J), THE COMMITMENTS SHALL AUTOMATICALLY
TERMINATE AND THE NOTES AND THE PRINCIPAL OF THE LOANS THEN OUTSTANDING,
TOGETHER WITH ACCRUED INTEREST THEREON AND