paid in the ordinary course) to or on account of any
Foreign Pension Plan or a current or former member thereof; or (viii) an event
has occurred or a condition exists that has resulted or could result in a
payment being made out of a guarantee fund established under the applicable
pension benefits laws in respect of a Foreign Pension Plan; and which, with
respect to all the events and obligations described in the preceding clauses
(iii) through (viii) of this Section 8.01(h), would reasonably be expected to
have a Material Adverse Effect.
(I)
GUARANTIES.
ANY GUARANTY GIVEN BY ANY LOAN PARTIES OR ANY
PROVISION THEREOF SHALL, EXCEPT PURSUANT TO THE TERMS THEREOF, CEASE TO BE IN
FULL FORCE AND EFFECT, OR ANY GUARANTOR THEREUNDER OR ANY PERSON ACTING BY OR ON
BEHALF OF SUCH GUARANTOR SHALL DENY OR DISAFFIRM SUCH GUARANTOR'S OBLIGATIONS
UNDER SUCH GUARANTY.
(J)
IMPAIRMENT OF COLLATERAL.
ANY SECURITY INTEREST PURPORTED TO BE
CREATED BY ANY COLLATERAL DOCUMENT SHALL CEASE TO BE, OR SHALL BE ASSERTED BY
ANY GROUP COMPANY NOT TO BE, A VALID, PERFECTED, FIRST PRIORITY LIEN (EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SUCH COLLATERAL DOCUMENT) IN THE SECURITIES,
ASSETS OR PROPERTIES COVERED THEREBY, OTHER THAN IN RESPECT OF ASSETS AND
PROPERTIES WHICH, INDIVIDUALLY AND IN THE AGGREGATE, ARE NOT MATERIAL TO THE
GROUP COMPANIES TAKEN AS A WHOLE OR IN RESPECT OF WHICH THE FAILURE OF THE
SECURITY INTERESTS IN RESPECT THEREOF TO BE VALID, PERFECTED FIRST PRIORITY
SECURITY INTERESTS WILL NOT IN THE REASONABLE JUDGMENT OF THE COLLATERAL AGENT
HAVE A MATERIAL ADVERSE EFFECT ON THE RIGHTS AND BENEFITS OF THE LENDERS UNDER
THE LOAN DOCUMENTS TAKEN AS A WHOLE;
(K)
OWNERSHIP.
A CHANGE OF CONTROL SHALL OCCUR.
SECTION 8.02
ACCELERATION; REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND AT ANY TIME THEREAFTER, UNLESS AND UNTIL SUCH EVENT OF DEFAULT HAS
BEEN WAIVED IN WRITING WITH THE CONSENT OF THOSE LENDERS AS MAY BE REQUIRED
PURSUANT TO SECTION 10.01, THE ADMINISTRATIVE AGENT (OR WITH RESPECT TO THE
COLLATERAL, THE COLLATERAL AGENT) SHALL, UPON THE REQUEST AND DIRECTION OF THE
REQUIRED LENDERS, BY WRITTEN NOTICE TO THE BORROWER, TAKE ANY OF THE FOLLOWING
ACTIONS WITHOUT PREJUDICE TO THE RIGHTS OF THE AGENTS OR ANY LENDER TO ENFORCE
ITS CLAIMS AGAINST THE LOAN PARTIES EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
FOR HEREIN:
(A)
TERMINATION OF COMMITMENTS.
DECLARE THE COMMITMENTS TERMINATED
WHEREUPON THE COMMITMENTS SHALL BE IMMEDIATELY TERMINATED.
(B)
ACCELERATION OF LOANS.
DECLARE THE UNPAID PRINCIPAL OF AND ANY
ACCRUED INTEREST IN RESPECT OF ALL LOANS, ANY REIMBURSEMENT OBLIGATIONS ARISING
FROM DRAWINGS UNDER LETTERS OF CREDIT AND ANY AND ALL OTHER INDEBTEDNESS OR
OBLIGATIONS OF ANY AND EVERY KIND OWING BY A LOAN PARTY TO ANY OF THE LENDERS
HEREUNDER TO BE DUE WHEREUPON THE SAME SHALL BE IMMEDIATELY DUE AND PAYABLE
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY WAIVED BY THE LOAN PARTIES.
(C)
CASH COLLATERAL.
DIRECT THE BORROWER TO PAY (AND THE BORROWER
AGREES THAT