RELEVANT INSURER HAS NOT DENIED COVERAGE THEREFOR) IN EXCESS OF $5,000,000 OR
(B) OTHERWISE, THAT WOULD HAVE, IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND
(II)(A) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED BY ANY CREDITOR UPON
ANY SUCH JUDGMENT, ORDER OR DECREE OR (B) SUCH JUDGMENT, ORDER OR DECREE SHALL
NOT HAVE BEEN VACATED OR DISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS AND
THERE SHALL NOT BE IN EFFECT (BY REASON OF A PENDING APPEAL OR OTHERWISE) ANY
STAY OF ENFORCEMENT THEREOF; OR
(G)
EXCEPT PURSUANT TO A VALID, BINDING AND ENFORCEABLE TERMINATION OR
RELEASE PERMITTED UNDER THE LOAN DOCUMENTS AND EXECUTED BY THE ADMINISTRATIVE
AGENT OR AS OTHERWISE EXPRESSLY PERMITTED UNDER ANY LOAN DOCUMENT, (I) ANY
PROVISION OF ANY LOAN DOCUMENT SHALL, AT ANY TIME AFTER THE DELIVERY OF SUCH
LOAN DOCUMENT, FAIL TO BE VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY LOAN
PARTY PARTY THERETO, (II) ANY LOAN DOCUMENT PURPORTING TO GRANT A LIEN TO SECURE
ANY OBLIGATION SHALL, AT ANY TIME AFTER THE DELIVERY OF SUCH LOAN DOCUMENT, FAIL
TO CREATE A VALID AND ENFORCEABLE LIEN ON ANY COLLATERAL PURPORTED TO BE COVERED
THEREBY OR SUCH LIEN SHALL FAIL OR CEASE TO BE A PERFECTED LIEN WITH THE
PRIORITY REQUIRED IN THE RELEVANT LOAN DOCUMENT OR (III) ANY SUBORDINATION
PROVISION SHALL, IN WHOLE OR IN PART, TERMINATE OR OTHERWISE FAIL OR CEASE TO BE
VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY HOLDER OF SUBORDINATED DEBT
(OR ANY SUCH HOLDER SHALL SO STATE IN WRITING), OR ANY GROUP MEMBER SHALL STATE
IN WRITING THAT ANY OF THE EVENTS DESCRIBED IN CLAUSE (I), (II) OR (III) ABOVE
SHALL HAVE OCCURRED; OR
(H)
THERE SHALL OCCUR ANY CHANGE OF CONTROL; OR
(I)
THERE SHALL OCCUR ANY "EVENT OF DEFAULT" (AS DEFINED IN THE
CANADIAN FACILITY CREDIT AGREEMENT) UNDER THE CANADIAN FACILITY CREDIT
AGREEMENT.
SECTION 2.2
REMEDIES.
DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, THE ADMINISTRATIVE AGENT MAY, AND, AT THE REQUEST OF THE REQUIRED
LENDERS, SHALL, IN EACH CASE BY NOTICE TO THE BORROWER AND IN ADDITION TO ANY
OTHER RIGHT OR REMEDY PROVIDED UNDER ANY LOAN DOCUMENT OR BY ANY APPLICABLE
REQUIREMENT OF LAW, DO EACH OF THE FOLLOWING:
(A) DECLARE ALL OR ANY PORTION OF
THE COMMITMENTS TERMINATED, WHEREUPON THE COMMITMENTS SHALL IMMEDIATELY BE
REDUCED BY SUCH PORTION OR, IN THE CASE OF A TERMINATION IN WHOLE, SHALL
TERMINATE TOGETHER WITH ANY OBLIGATION ANY LENDER MAY HAVE HEREUNDER TO MAKE ANY
LOAN AND ANY L/C ISSUER MAY HAVE HEREUNDER TO ISSUE ANY LETTER OF CREDIT OR (B)
DECLARE IMMEDIATELY DUE AND PAYABLE ALL OR PART OF ANY OBLIGATION (INCLUDING ANY
ACCRUED BUT UNPAID INTEREST THEREON), WHEREUPON THE SAME SHALL BECOME
IMMEDIATELY DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR FURTHER
NOTICE OR OTHER REQUIREMENTS OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED BY HOLDINGS AND THE BORROWER (AND, TO THE EXTENT PROVIDED IN ANY OTHER
LOAN DOCUMENT, OTHER LOAN PARTIES); PROVIDED, HOWEVER, THAT, EFFECTIVE
IMMEDIATELY UPON THE OCCURRENCE OF THE EVENTS OF