period is at least equal to its average per diem
cash needs for the consecutive three month period immediately preceding the
initial date of interruption and (ii) receive any such proceeds in the amount
described in clause (i) preceding not later than thirty (30) days following the
initial date of any such interruption; provided, however, that notwithstanding
the provisions of clauses (i) and (ii) of this section, an Event of Default
shall be deemed to have occurred if such Borrower shall be receiving the
proceeds of any business interruption insurance for a period of thirty (30)
consecutive days;
10.20. Pension Plans.
An event or condition specified in Sections 7.16 or 9.16
hereof shall occur or exist with respect to any Plan and, as a result of such
event or condition, together with all other such events or conditions, any
Borrower or any member of the Controlled Group shall incur, or in the opinion of
Agent be reasonably likely to incur, a liability to a Plan (including any
Canadian Plan) or the PBGC (or both) which, in the reasonable judgment of Agent,
would have a Material Adverse Effect; or
10.21. Permitted Investor Notes Facility Default.
An event of default has
occurred under the Notes Documents or the RBC Intercreditor Agreement, which
default shall not have been cured or waived within any applicable grace period.
XI.
LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.
11.1.
Rights and Remedies.
(A)
UPON THE OCCURRENCE OF (I) AN EVENT OF DEFAULT PURSUANT TO SECTION 10.7
ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND THIS AGREEMENT AND THE
OBLIGATION OF LENDERS TO MAKE ADVANCES SHALL BE DEEMED TERMINATED; AND, (II) ANY
OF THE OTHER EVENTS OF DEFAULT AND AT ANY TIME THEREAFTER (SUCH DEFAULT NOT
HAVING PREVIOUSLY BEEN CURED), AT THE OPTION OF REQUIRED LENDERS ALL OBLIGATIONS
SHALL BE IMMEDIATELY DUE AND PAYABLE AND LENDERS SHALL
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HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND TO TERMINATE THE OBLIGATION OF
LENDERS TO MAKE ADVANCES AND (III) A FILING OF A PETITION AGAINST ANY BORROWER
IN ANY INVOLUNTARY CASE UNDER ANY STATE OR FEDERAL BANKRUPTCY LAWS, ALL
OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND THE OBLIGATION OF LENDERS
TO MAKE ADVANCES HEREUNDER SHALL BE TERMINATED OTHER THAN AS MAY BE REQUIRED BY
AN APPROPRIATE ORDER OF THE BANKRUPTCY COURT HAVING JURISDICTION OVER SUCH
BORROWER.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, AGENT SHALL HAVE THE
RIGHT TO EXERCISE ANY AND ALL RIGHTS AND REMEDIES PROVIDED FOR HEREIN, UNDER THE
OTHER DOCUMENTS, UNDER THE UNIFORM COMMERCIAL CODE AND AT LAW OR EQUITY
GENERALLY, INCLUDING THE RIGHT TO FORECLOSE THE SECURITY INTERESTS GRANTED
HEREIN AND TO REALIZE UPON ANY COLLATERAL BY ANY AVAILABLE JUDICIAL PROCEDURE
AND/OR TO TAKE POSSESSION OF AND SELL ANY OR ALL OF THE COLLATERAL WITH OR
WITHOUT JUDICIAL PROCESS.
AGENT MAY ENTER ANY OF ANY BORROWER'S PREMISES OR
OTHER PREMISES WITHOUT LEGAL PROCESS AND WITHOUT INCURRING LIABILITY TO ANY
BORROWER THEREFOR, AND AGENT MAY THEREUPON, OR AT ANY TIME THEREAFTER, IN ITS
DISCRETION