THE REQUIRED LENDERS ARE LIKELY TO INCUR, ANY LIABILITY IN CONNECTION
WITH A COMPLETE OR PARTIAL WITHDRAWAL FROM, OR THE INSOLVENCY, REORGANIZATION OR
TERMINATION OF, A MULTIEMPLOYER PLAN OR (VI) ANY OTHER EVENT OR CONDITION SHALL
OCCUR OR EXIST WITH RESPECT TO A PLAN; AND IN EACH CASE IN CLAUSES (I) THROUGH
(VI) ABOVE, SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER SUCH EVENTS OR
CONDITIONS, IF ANY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT; OR
88
(H)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST ANY LOAN
PARTY INVOLVING IN THE AGGREGATE A LIABILITY (NOT PAID OR FULLY COVERED BY
INSURANCE) IN EXCESS OF $5,000,000 OR MORE, AND ALL SUCH JUDGMENTS OR DECREES
SHALL NOT HAVE BEEN VACATED, DISCHARGED, STAYED OR BONDED PENDING APPEAL WITHIN
60 DAYS FROM THE ENTRY THEREOF; OR
(I)
(I) ANY OF THE SECURITY DOCUMENTS SHALL CEASE, FOR ANY REASON, TO
BE IN FULL FORCE AND EFFECT, OR ANY LOAN PARTY SHALL SO ASSERT OR (II) THE LIEN
CREATED BY ANY OF THE SECURITY DOCUMENTS SHALL CEASE TO BE ENFORCEABLE AND OF
THE SAME EFFECT AND PRIORITY PURPORTED TO BE CREATED THEREBY; OR
(J)
THE GUARANTEE SHALL CEASE, FOR ANY REASON (OTHER THAN BY REASON
OF THE EXPRESS RELEASE THEREOF PURSUANT TO SECTION 11.5), TO BE IN FULL FORCE
AND EFFECT OR ANY LOAN PARTY OR ANY AFFILIATE OF ANY LOAN PARTY SHALL SO ASSERT;
OR
(K)
ANY AGREEMENT OR PROVISION PERTAINING TO THE SUBORDINATION OF ANY
SUBORDINATED INDEBTEDNESS (OR ANY RELATED PROVISION) UNDER A SUBORDINATION
AGREEMENT SHALL CEASE, FOR ANY REASON, TO BE IN FULL FORCE AND EFFECT; OR
(L)
ANY CHANGE OF CONTROL SHALL OCCUR; OR
(M)
ANY BORROWER SHALL FAIL TO DELIVER (A) A BORROWING BASE REPORT WHEN
DUE IN ACCORDANCE WITH THE TERMS OF SECTION 7.2(C) AND THE SAME SHALL REMAIN
UNREMEDIED FOR A PERIOD OF TWO (2) BUSINESS DAYS OR (B) ANY OF THE ITEMS
SPECIFIED IN CLAUSES (I) THROUGH (XI), AS APPLICABLE, OF THE DEFINITION OF
"BORROWING BASE REPORT" IN SECTION 1 HEREOF WHEN DUE IN ACCORDANCE WITH THE
TERMS HEREOF AND THE SAME SHALL REMAIN UNREMEDIED FOR A PERIOD OF FIVE
(5) BUSINESS DAYS;
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section 9.1 with respect to any
Borrower, the Commitments shall immediately and automatically terminate and the
Loans and Reimbursement Obligations (except as provided in the following
paragraph) hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the reasonable request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrowers declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii)