A
FOREIGN GOVERNMENTAL AUTHORITY HAS APPOINTED A TRUSTEE TO ADMINISTER ANY FOREIGN
PENSION PLAN IN PLACE OF THE EXISTING ADMINISTRATOR, IN EACH CASE BY REASON OF A
DISTRESS TERMINATION WITHIN THE MEANING OF SECTION 4041(C) OF ERISA, TREATING
SUCH FOREIGN PENSION PLAN AS IF IT WERE SUBJECT TO ERISA; OR (B) ANY FOREIGN
PENSION PLAN THAT IS REQUIRED BY APPLICABLE LAW TO BE FUNDED IN A TRUST OR OTHER
FUNDING VEHICLE HAS FAILED TO COMPLY WITH SUCH FUNDING REQUIREMENTS; IF, AS OF
THE DATE THEREOF OR AS OF ANY SUBSEQUENT DATE, THE SUM OF EACH OF BORROWER'S AND
ITS SUBSIDIARIES' VARIOUS LIABILITIES TO ANY FOREIGN PENSION PLAN SOLELY AS A
RESULT OF SUCH EVENTS LISTED IN SUBCLAUSES (A) AND (B) OF THIS CLAUSE (II)
EXCEEDS THE DOLLAR EQUIVALENT OF $10,000,000; OR
(J)
CHANGE IN CONTROL.
A CHANGE OF CONTROL SHALL OCCUR; OR
(K)
SECURITY DOCUMENTS; GUARANTEES.
(I) AT ANY TIME AFTER THE
EXECUTION AND DELIVERY THEREOF, ANY OF THE SECURITY DOCUMENTS SHALL CEASE TO BE
IN FULL FORCE AND EFFECT (OTHER THAN AS A RESULT OF THE ACTIONS TAKEN BY THE
COLLATERAL AGENT) OR SHALL CEASE TO GIVE THE COLLATERAL AGENT FOR THE BENEFIT OF
THE LENDERS THE LIENS, RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE CREATED
THEREBY (INCLUDING, WITHOUT LIMITATION, A FIRST PRIORITY PERFECTED SECURITY
INTEREST IN, AND LIEN ON, ALL OF THE COLLATERAL), IN FAVOR OF THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED PARTIES SUBJECT TO NO OTHER LIENS (EXCEPT
TO THE EXTENT EXPRESSLY PERMITTED HEREIN OR THEREIN); OR (II) ANY GUARANTY OR
ANY PROVISION THEREOF SHALL (OTHER THAN AS A RESULT OF THE ACTIONS TAKEN BY
ADMINISTRATIVE AGENT OR THE LENDERS TO RELEASE SUCH GUARANTY) CEASE TO BE IN
FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS, OR ANY CREDIT PARTY OR ANY
PERSON ACTING BY OR ON BEHALF OF SUCH GUARANTOR SHALL DENY OR DISAFFIRM SUCH
CREDIT PARTY'S OBLIGATIONS UNDER ANY GUARANTY.
If any of the foregoing Events of Default shall have occurred and be continuing,
Administrative Agent, at the written direction of the Required Lenders
(administered as if the Commitments have been terminated in full) shall, take
one or more of the following actions:
(i) by written or oral or telephonic
notice (in the case of oral or telephonic notice confirmed in writing
immediately thereafter) to the Funds Administrator declare the Commitments to be
terminated whereupon the Commitments shall forthwith terminate, (ii) by written
or oral or telephonic notice (in the case of oral or telephonic notice confirmed
in writing immediately thereafter) to the Funds Administrator declare all sums
then owing by the Borrowers hereunder and under the Loan Documents to be
forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Borrowers, (iii)
terminate any Letter of Credit which may be terminated in accordance with its
terms, (iv) direct the Borrowers to pay (and the Borrowers agree