THE PAYMENT OF MONEY IN EXCESS OF
$500,000,000 (EXCLUDING ANY PORTION OF SUCH JUDGMENT, DECREE OR ORDER WHICH IS
INSURED BY AN UNRELATED THIRD-PARTY INSURER WHICH HAS NOT OBJECTED TO OR DENIED
COVERAGE), AND THE CONTINUANCE OF SUCH JUDGMENT, DECREE OR ORDER UNSATISFIED AND
IN EFFECT FOR ANY PERIOD OF NINETY (90) CALENDAR DAYS WITHOUT A STAY OF
EXECUTION.
36
(J)
WITH OR WITHOUT THE BORROWER'S CONSENT,
A CUSTODIAN, TRUSTEE OR RECEIVER SHALL BE APPOINTED FOR THE MAJORITY OF THE
PROPERTIES OF THE BORROWER OR SEASIDE, OR A PETITION SHALL BE FILED BY OR
AGAINST THE BORROWER OR SEASIDE UNDER THE UNITED STATES BANKRUPTCY CODE OR ANY
SIMILAR COMPREHENSIVE BANKRUPTCY OR INSOLVENCY LAW, WHETHER DOMESTIC OR FOREIGN.
(K)
THE BORROWER SHALL FAIL TO PAY THE AMOUNT
OF ANY DRAFT DRAWN UNDER ANY LETTER OF CREDIT TO THE APPLICABLE ISSUING BANK ON
DEMAND, OR SHALL OTHERWISE FAIL TO PERFORM ANY OF ITS OBLIGATIONS UNDER SECTION
2.4(D); OR THE BORROWER OR SEASIDE SHALL FAIL TO PERFORM ANY OF ITS OR THEIR
OBLIGATIONS UNDER ANY REIMBURSEMENT AGREEMENT.
(L)
THE BORROWER SHALL REPUDIATE, PURPORT TO
REVOKE, ASSERT THE INVALIDITY OR UNENFORCEABILITY OF, OR FAIL TO PERFORM ANY
OBLIGATION UNDER THE GUARANTY SET FORTH IN SECTION 3, OR SUCH GUARANTY SHALL FOR
ANY REASON BE DETERMINED BY THE AGENT IN GOOD FAITH TO BE INVALID OR
UNENFORCEABLE.
10.2
REMEDIES.
Upon the occurrence of any one or more Events of Default, or at any time
thereafter, the Agent may, with the consent of the Required Banks, and shall,
upon request of the Required Banks:
(A)
TERMINATE THE COMMITMENTS;
(B)
DECLARE THE UNPAID PRINCIPAL, ACCRUED
INTEREST AND ALL OTHER AMOUNTS PAYABLE UNDER THE NOTES AND THIS AGREEMENT TO BE
IMMEDIATELY DUE AND PAYABLE;
(C)
IF ANY LETTER OF CREDIT REMAINS
OUTSTANDING, REQUIRE THE BORROWER TO DEPOSIT IN THE SPECIAL DEPOSIT ACCOUNT
IMMEDIATELY AVAILABLE FUNDS EQUAL TO THE AGGREGATE FACE AMOUNT OF ALL SUCH
OUTSTANDING LETTERS OF CREDIT; AND/OR
(D)
EXERCISE ANY OR ALL REMEDIES AVAILABLE TO
THE AGENT OR THE BANKS UNDER THE OTHER LOAN DOCUMENTS OR OTHERWISE AVAILABLE BY
LAW OR AGREEMENT.
Notwithstanding the foregoing, upon the occurrence of an Event of Default under
paragraph 10.1(j), the Commitments shall immediately terminate and the unpaid
principal, accrued interest and all other amounts payable under the Notes and
this Agreement will become immediately due and payable, and the Borrower shall
immediately be obligated to deposit in the Special Deposit Account immediately
available funds equal to the then-outstanding L/C Amount.
10.3
SETOFF
Each Bank may, upon the occurrence of an Event of Default or at any time
thereafter, without prior notice to the Borrower, set off and apply any and all
deposits held by, and other indebtedness owing by, such Bank to or for the
credit or the account of the Borrower against any and all obligations owing to
such Bank hereunder, whether now or hereafter existing, whether or not the Agent
or such Bank has made demand under this Agreement or any Loan Document and
whether such