ANY LOAN PARTY, UNDER ANY FEDERAL, STATE, PROVINCIAL, MUNICIPAL,
FOREIGN AND OTHER CIVIL OR CRIMINAL STATUTE, RULE, REGULATION, ORDER OR OTHER
REQUIREMENT HAVING THE FORCE OF LAW WHERE THE RELIEF, PENALTIES OR REMEDIES
SOUGHT OR AVAILABLE INCLUDE THE FORFEITURE OF ANY MATERIAL PROPERTY OF ANY LOAN
PARTY AND/OR THE IMPOSITION OF ANY STAY OR OTHER ORDER, THE EFFECT OF WHICH
WOULD REASONABLY BE TO RESTRAIN IN ANY MATERIAL WAY THE CONDUCT BY THE LOAN
PARTIES, TAKEN AS A WHOLE, OF THEIR BUSINESS IN THE ORDINARY COURSE; OR
(T)
THE TERMINATION OR ATTEMPTED TERMINATION OF ANY FACILITY GUARANTY OR
CANADIAN FACILITY GUARANTY EXCEPT AS EXPRESSLY PERMITTED HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT;
then, and in every such event (other than an event with respect to any Loan
Party described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Loan Parties accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Loan Parties, and in
case of any event with respect to any Loan Party described in clause (h) or
(i) of this Article, the principal of the Loans then outstanding, together with
accrued interest thereon and all fees and other obligations of the Loan Parties
accrued hereunder, shall automatically become due
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and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Loan Parties.
SECTION 8.02.
WHEN CONTINUING.
FOR ALL PURPOSES UNDER THIS AGREEMENT, EACH
DEFAULT AND EVENT OF DEFAULT THAT HAS OCCURRED SHALL BE DEEMED TO BE CONTINUING
AT ALL TIMES THEREAFTER UNLESS IT EITHER (A) IS CURED OR CORRECTED OR (B) IS
WAIVED IN WRITING BY THE LENDERS IN ACCORDANCE WITH SECTION 10.01.
SECTION 8.03.
REMEDIES ON DEFAULT.
IN CASE ANY ONE OR MORE EVENTS OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, AND WHETHER OR NOT THE MATURITY OF THE
LOANS SHALL HAVE BEEN ACCELERATED PURSUANT HERETO, THE ADMINISTRATIVE AGENT MAY
PROCEED TO PROTECT AND ENFORCE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT, THE
NOTES OR ANY OF THE OTHER LOAN DOCUMENTS BY SUIT IN EQUITY, ACTION AT LAW OR
OTHER APPROPRIATE PROCEEDING, WHETHER FOR THE SPECIFIC PERFORMANCE OF ANY
COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
OR ANY INSTRUMENT PURSUANT TO WHICH THE OBLIGATIONS ARE EVIDENCED, AND, IF SUCH
AMOUNT SHALL HAVE BECOME DUE, BY DECLARATION OR OTHERWISE, PROCEED TO ENFORCE
THE