BE FILED WITH THE PBGC OR THE
PBGC SHALL HAVE INSTITUTED PROCEEDINGS UNDER SECTION 4042 OF ERISA TO TERMINATE
OR APPOINT A TRUSTEE TO ADMINISTER ANY PLAN OR THE PBGC SHALL HAVE NOTIFIED ANY
CREDIT PARTY OR ANY
54
ERISA AFFILIATE THAT A PLAN MAY BECOME A SUBJECT OF ANY SUCH PROCEEDINGS,
(III) THE AGGREGATE "AMOUNT OF UNFUNDED BENEFIT LIABILITY" (WITHIN THE MEANING
OF SECTION 4001(A)(18) OF ERISA) UNDER ALL PLANS, DETERMINED IN ACCORDANCE WITH
TITLE IV OF ERISA, SHALL EXCEED $25,000,000, (IV) ANY CREDIT PARTY OR ANY ERISA
AFFILIATE SHALL HAVE INCURRED OR IS REASONABLY EXPECTED TO INCUR ANY LIABILITY
PURSUANT TO TITLE I OR IV OF ERISA OR THE PENALTY OR EXCISE TAX PROVISIONS OF
THE CODE RELATING TO EMPLOYEE BENEFIT PLANS, (V) ANY CREDIT PARTY OR ANY ERISA
AFFILIATE WITHDRAWS FROM ANY MULTIEMPLOYER PLAN, OR (VI) ANY BORROWER OR ANY
SUBSIDIARY ESTABLISHED OR AMENDS ANY EMPLOYEE WELFARE BENEFIT PLAN THAT PROVIDES
POST-EMPLOYMENT WELFARE BENEFITS IN A MANNER THAT COULD INCREASE THE LIABILITY
OF ANY BORROWER OR ANY SUBSIDIARY; AND ANY SUCH EVENT OR EVENTS DESCRIBED IN
CLAUSES (I) THROUGH (VI) ABOVE, EITHER INDIVIDUALLY OR TOGETHER WITH ANY OTHER
SUCH EVENT OR EVENTS, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
AS USED IN THIS SECTION 11.1(L), THE TERMS "EMPLOYEE BENEFIT PLAN" AND
"EMPLOYEE WELFARE BENEFIT PLAN" SHALL HAVE THE RESPECTIVE MEANINGS ASSIGNED TO
SUCH TERMS IN SECTION 3 OF ERISA.
(M)
JUDGMENT.
A FINAL JUDGMENT OR JUDGMENTS AT ANY ONE TIME
OUTSTANDING FOR THE PAYMENT OF MONEY IS/ARE IN EXCESS OF $25,000,000 (EXCEPT TO
THE EXTENT OF ANY THIRD PARTY INSURANCE POLICIES IN WHICH THE INSURER HAS AGREED
IN WRITING THAT IT IS OBLIGATED TO PAY FOR THE AMOUNT OF SUCH JUDGMENT) AND
WHICH ARE RENDERED AGAINST ONE OR MORE OF ANY BORROWER OR ANY SUBSIDIARY AND
WHICH JUDGMENTS ARE NOT, WITHIN SIXTY (60) DAYS AFTER ENTRY THEREOF, BONDED,
DISCHARGED OR STAYED PENDING APPEAL, OR ARE NOT DISCHARGED WITHIN SIXTY (60)
DAYS AFTER THE EXPIRATION OF SUCH STAY.
SECTION 11.2
REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, WITH THE CONSENT OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT MAY,
OR UPON THE REQUEST OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT SHALL, BY
NOTICE TO THE COMPANY:
(A)
ACCELERATION; TERMINATION OF FACILITIES.
TERMINATE THE AGGREGATE
COMMITMENT AND DECLARE THE PRINCIPAL OF AND INTEREST ON THE LOANS AT THE TIME
OUTSTANDING, AND ALL OTHER AMOUNTS OWED TO THE LENDERS AND TO THE ADMINISTRATIVE
AGENT UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND ALL OTHER
OBLIGATIONS (OTHER THAN HEDGING OBLIGATIONS), TO BE FORTHWITH DUE AND PAYABLE,
WHEREUPON THE SAME SHALL IMMEDIATELY BECOME DUE AND PAYABLE WITHOUT PRESENTMENT,
DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY WAIVED
BY EACH CREDIT PARTY, ANYTHING IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO
THE CONTRARY NOTWITHSTANDING, AND TERMINATE THE CREDIT FACILITY AND ANY RIGHT OF
THE BORROWERS TO REQUEST BORROWINGS THEREUNDER; PROVIDED, THAT UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT