Contributions; or
(O)
REVOCATION UNDER GUARANTY OR GRAND VALLEY
GUARANTY.
IF ANY OF THE BORROWER'S SUBSIDIARIES REVOKES, TERMINATES,
DISCONTINUES, OR OTHERWISE SEEKS TO VACATE, INVALIDATE, SET ASIDE, OVERTURN OR
ELIMINATE ITS OBLIGATIONS UNDER, ANY PORTION OF THE GUARANTY OR THE GRAND VALLEY
GUARANTY PURSUANT TO SECTION 8 THEREOF, OR NOTIFIES THE BORROWER OR THE AGENT OF
ITS INTENTION TO UNDERTAKE ANY OF THE FOREGOING.
7.2
REMEDIES.
UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF ANY EVENT OF DEFAULT, THE AGENT MAY, AND SHALL AT THE
REQUEST OF THE REQUIRED LENDERS:
(A)
DECLARE ALL OR ANY PORTION OF THE
COMMITMENT OF EACH LENDER TO MAKE LOANS OR ISSUE LENDER LETTERS OF CREDIT OR
LETTER OF CREDIT PARTICIPATION AGREEMENTS TO BE TERMINATED, WHEREUPON SUCH
COMMITMENTS SHALL FORTHWITH BE TERMINATED;
(B)
DECLARE ALL OR ANY PORTION OF 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 BORROWER; AND
(C)
EXERCISE ON BEHALF OF ITSELF AND THE
LENDERS ALL RIGHTS AND REMEDIES AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN
DOCUMENTS OR APPLICABLE LAW;
provided, however, that upon the occurrence of any event specified in
subsections 7.1(f) or 7.1(g) above (in the case of clause (i) of
subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned
therein), the obligation of each Lender to make Loans and the obligation of
Agent to issue Lender Letters of Credit and Letter of Credit Participation
Agreements shall automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Agent or any
Lender.
54
7.3
RIGHTS NOT EXCLUSIVE.
THE RIGHTS PROVIDED
FOR IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY OTHER RIGHTS, POWERS, PRIVILEGES OR REMEDIES PROVIDED BY LAW OR
IN EQUITY, OR UNDER ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT NOW EXISTING OR
HEREAFTER ARISING.
7.4
CASH COLLATERAL FOR LETTERS OF CREDIT.
IF
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR THIS AGREEMENT (OR THE
REVOLVING LOAN COMMITMENT) SHALL BE TERMINATED FOR ANY REASON OR THE TERM LOANS
AND CAPEX LOANS HAVE BEEN PAID IN FULL, THEN THE AGENT MAY, AND UPON REQUEST OF
THE LENDERS HOLDING AT LEAST SIXTY-SIX AND TWO-THIRDS PERCENT (662/3%) OF THE
REVOLVING LOAN COMMITMENTS SHALL, DEMAND (WHICH DEMAND SHALL BE DEEMED TO HAVE
BEEN DELIVERED AUTOMATICALLY UPON ANY ACCELERATION OF THE LOANS AND OTHER
OBLIGATIONS HEREUNDER PURSUANT TO SECTION 7.2 HEREOF), AND THE BORROWER SHALL
THEREUPON DELIVER TO THE AGENT, TO BE HELD FOR THE BENEFIT OF THE AGENT AND THE
LENDERS ENTITLED THERETO, AN AMOUNT OF CASH EQUAL TO THE AMOUNT OF LETTER OF
CREDIT PARTICIPATION LIABILITY (DETERMINED IN ACCORDANCE WITH
SUBSECTION 1.1(C) HEREOF) AS