INVALIDITY OF LOAN DOCUMENTS.
ANY LOAN DOCUMENT
OR ANY
PROVISION THEREOF, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY
REASON OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION
IN FULL OF ALL THE OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY
LOAN PARTY OR ANY OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR
ENFORCEABILITY OF ANY LOAN DOCUMENT OR ANY PROVISION THEREOF; OR ANY LOAN PARTY
DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN
DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY LOAN DOCUMENT OR ANY
PROVISION THEREOF; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL WITH
RESPECT TO ANY LOAN PARTY; OR
(L)
MATERIAL ADVERSE EFFECT.
THERE OCCURS ANY EVENT OR CIRCUMSTANCE
THAT HAS A MATERIAL ADVERSE EFFECT.
8.02
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT OCCURS AND
IS CONTINUING THE LENDER MAY TAKE ANY OR ALL OF THE FOLLOWING ACTIONS:
53
(A)
DECLARE THE COMMITMENT OF THE LENDER TO MAKE LOANS AND ANY
OBLIGATION OF THE L/C ISSUER TO MAKE L/C CREDIT EXTENSIONS TO BE TERMINATED,
WHEREUPON SUCH COMMITMENT 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 BORROWER;
(C)
REQUIRE THAT BORROWER CASH COLLATERALIZE THE L/C OBLIGATIONS (IN
AN AMOUNT EQUAL TO THE THEN OUTSTANDING AMOUNT THEREOF); AND
(D)
EXERCISE ON BEHALF OF ITSELF AND THE L/C ISSUER ALL RIGHTS AND
REMEDIES AVAILABLE TO IT AND THE L/C ISSUER UNDER THE LOAN DOCUMENTS;
provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to Borrower under the Bankruptcy Code of the
United States, the obligation of the Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the
Lender.
8.03
APPLICATION OF FUNDS.
AFTER THE EXERCISE OF REMEDIES PROVIDED FOR
IN SECTION 8.02 (OR AFTER THE LOANS HAVE AUTOMATICALLY BECOME IMMEDIATELY DUE
AND PAYABLE AND THE L/C OBLIGATIONS HAVE AUTOMATICALLY BEEN REQUIRED TO BE CASH
COLLATERALIZED AS SET FORTH IN THE PROVISO TO SECTION 8.02), ANY AMOUNTS
RECEIVED ON ACCOUNT OF THE OBLIGATIONS SHALL BE APPLIED BY THE LENDER IN THE
FOLLOWING ORDER:
First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Lender (including fees and time charges for
attorneys who may be employees of