AUTHORITY UNDER ANY LAW
THAT WOULD REASONABLY BE EXPECTED TO LEAD TO FORFEITURE OF ANY MATERIAL PORTION
OF COLLATERAL, OR (II) ANY DIRECTOR OR SENIOR OFFICER OF ANY LOAN PARTY IS
(A) CRIMINALLY INDICTED OR CONVICTED OF A FELONY FOR FRAUD OR DISHONESTY IN
CONNECTION WITH THE LOAN PARTIES' BUSINESS, UNLESS SUCH DIRECTOR OR SENIOR
OFFICER PROMPTLY RESIGNS OR IS REMOVED OR REPLACED OR (B) CHARGED BY A
GOVERNMENTAL AUTHORITY UNDER ANY LAW THAT WOULD REASONABLY BE EXPECTED TO LEAD
TO FORFEITURE OF ANY MATERIAL PORTION OF COLLATERAL;
(P)
GUARANTY.
THE TERMINATION OR ATTEMPTED
TERMINATION OF ANY FACILITY GUARANTY EXCEPT AS EXPRESSLY PERMITTED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT;
(Q)
SUBORDINATION.
(I)
THE SUBORDINATION PROVISIONS
OF THE DOCUMENTS EVIDENCING OR GOVERNING ANY SUBORDINATED INDEBTEDNESS (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) ANY 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
CREDIT PARTIES, 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.
8.02
Remedies Upon Event of
Default.
If any Event of Default occurs and is continuing, the Administrative
Agent may, or, at the request of the Required Lenders shall, take any or all of
the following actions:
(A)
DECLARE THE COMMITMENTS 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, DEMAND, PROTEST OR OTHER
NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE LOAN
PARTIES;
(C)
REQUIRE THAT THE LOAN PARTIES CASH COLLATERALIZE
THE L/C OBLIGATIONS; AND
(D)
WHETHER OR NOT THE MATURITY OF THE OBLIGATIONS
SHALL HAVE BEEN ACCELERATED PURSUANT HERETO, PROCEED TO PROTECT, ENFORCE AND
EXERCISE ALL RIGHTS AND REMEDIES OF THE CREDIT PARTIES UNDER THIS AGREEMENT, ANY
OF THE OTHER LOAN DOCUMENTS OR APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, 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 PAYMENT THEREOF OR ANY OTHER LEGAL OR
EQUITABLE RIGHT OF THE CREDIT PARTIES;
provided, however, that upon the entry of an