CONTRACT THE LOSS OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT IS TERMINATED OR FAILS
TO BE IN FULL FORCE AND EFFECT FOR ANY REASON WITHOUT BEING REPLACED BY A
MATERIAL CONTRACT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AT THE
TIME OF ITS TERMINATION OR FAILURE TO BE IN FULL FORCE AND EFFECT, OR ANY
BREACH, A DEFAULT OR AN EVENT OF DEFAULT OCCURS UNDER ANY MATERIAL CONTRACT
WHICH IS NOT REMEDIED WITHIN TEN (10) DAYS AFTER ITS OCCURRENCE; OR
(O)
SUBORDINATION.
(I)
THE SUBORDINATION PROVISIONS OF THE DOCUMENTS
EVIDENCING OR GOVERNING ANY SUBORDINATED INDEBTEDNESS (COLLECTIVELY, THE
"SUBORDINATED PROVISIONS") SHALL, IN WHOLE OR IN PART, TERMINATE, CEASE TO BE
EFFECTIVE OR CEASE TO BE LEGALLY VALID, BINDING AND ENFORCEABLE AGAINST ANY
HOLDER OF THE APPLICABLE SUBORDINATED INDEBTEDNESS; OR (II) EITHER BORROWER OR
ANY OTHER LOAN PARTY SHALL, DIRECTLY OR INDIRECTLY, DISAVOW OR CONTEST IN ANY
MANNER (A) THE EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY OF THE
SUBORDINATION PROVISIONS, (B) THAT THE SUBORDINATION PROVISIONS EXIST FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER OR (C) THAT
ALL PAYMENTS OF PRINCIPAL OF OR PREMIUM AND INTEREST ON THE APPLICABLE
SUBORDINATED INDEBTEDNESS, OR REALIZED FROM THE LIQUIDATION OF ANY PROPERTY OF
ANY LOAN PARTY, SHALL BE SUBJECT TO ANY OF THE SUBORDINATION PROVISIONS;
(P)
FINANCIAL SOLVENCY REQUIREMENTS. ANY LOAN PARTY FAILS TO COMPLY WITH THE
CALIFORNIA DEPARTMENT OF MANAGED CARE FINANCIAL SOLVENCY REGULATIONS, IF
APPLICABLE; OR
(Q)
INDICTMENT.
THE INDICTMENT OR, AS THE ADMINISTRATIVE AGENT MAY REASONABLY
AND IN GOOD FAITH DETERMINE, THE THREATENED INDICTMENT BY ANY GOVERNMENTAL
AUTHORITY OF ANY LOAN PARTY OR ANY SUBSIDIARY OR AFFILIATE OF A LOAN PARTY, IN
EITHER CASE, AS TO WHICH THERE IS A REASONABLE PROBABILITY OF AN ADVERSE
DETERMINATION UNDER ANY CRIMINAL STATUTE, OR COMMENCEMENT OR THREATENED
COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDINGS AGAINST A LOAN PARTY OR ANY
SUBSIDIARY OR AFFILIATE OF A LOAN PARTY, PURSUANT TO WHICH STATUTE OR PROCEEDING
THE PENALTIES OR REMEDIES SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF (I) ANY
MATERIAL PORTION OF THE COLLATERAL, OR (II) ANY OTHER ASSETS OF A LOAN PARTY
THAT ARE NECESSARY OR MATERIAL TO THE CONDUCT OF ITS BUSINESS.
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, 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,
108
DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY
WAIVED BY THE BORROWERS;
(C)
REQUIRE THAT THE BORROWERS CASH