ERISA AFFILIATE FAILS TO PAY WHEN DUE, AFTER
THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH
RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A
MULTIEMPLOYER PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
ANY MATERIAL PROVISION OF ANY LOAN
DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON OTHER
THAN AS EXPRESSLY PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION IN FULL OF
ALL THE OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR
ANY OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY
PROVISION OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES THAT IT HAS ANY OR
FURTHER LIABILITY OR OBLIGATION UNDER ANY PROVISION OF
103
ANY LOAN DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY PROVISION OF
ANY LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL.
8.02
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT OCCURS AND
IS CONTINUING, THE ADMINISTRATIVE AGENT SHALL, AT THE REQUEST OF, OR MAY, WITH
THE CONSENT OF, THE REQUIRED LENDERS (IN THE CASE OF CLAUSES (B) AND (D)), THE
REQUIRED REVOLVING LENDERS (IN THE CASE OF A TERMINATION OF THE REVOLVING CREDIT
COMMITMENTS PURSUANT TO CLAUSE (A) OR IN THE CASE OF CLAUSE (C)), THE REQUIRED
TERM LENDERS (IN THE CASE OF A TERMINATION OF THE TERM COMMITMENTS PURSUANT TO
CLAUSE (A)) OR THE REQUIRED ADDITIONAL TERM FACILITY LENDERS (IN THE CASE OF A
TERMINATION OF THE ADDITIONAL TERM FACILITY COMMITMENTS PURSUANT TO CLAUSE (A)),
TAKE ANY OR ALL OF THE FOLLOWING ACTIONS:
(A)
DECLARE THE COMMITMENT OF EACH LENDER TO MAKE LOANS AND ANY
OBLIGATION OF THE L/C ISSUER TO MAKE L/C CREDIT EXTENSIONS TO BE TERMINATED,
WHEREUPON SUCH COMMITMENTS AND OBLIGATION SHALL BE TERMINATED;
(B)
DECLARE THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS, ALL
INTEREST ACCRUED AND UNPAID THEREON, AND ALL OTHER AMOUNTS OWING OR PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE,
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER;
(C)
REQUIRE THAT THE BORROWER CASH COLLATERALIZE THE L/C OBLIGATIONS
(IN AN AMOUNT EQUAL TO THE THEN OUTSTANDING AMOUNT THEREOF); AND
(D)
EXERCISE ON BEHALF OF ITSELF, THE LENDERS AND THE L/C ISSUER ALL
RIGHTS AND REMEDIES AVAILABLE TO IT, THE LENDERS AND THE L/C ISSUER UNDER THE
LOAN DOCUMENTS;
provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize