THAN FIVE (5) DAYS PRIOR TO THE DATE OF ANY PROPOSED SALE
THEREUNDER);
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Q.
ANY ORDER, JUDGMENT OR DECREE SHALL BE
ENTERED AGAINST ANY BORROWER DECREEING ITS INVOLUNTARY DISSOLUTION OR SPLIT UP
AND SUCH ORDER SHALL REMAIN UNDISCHARGED AND UNSTAYED FOR A PERIOD IN EXCESS OF
THIRTY (30) DAYS, OR BORROWERS SHALL OTHERWISE DISSOLVE OR CEASE TO EXIST;
R.
THE OCCURRENCE OF ANY CHANGE OF
CONTROL;
S.
MTRI SELLS, TRANSFERS, ASSIGNS,
HYPOTHECATES OR OTHERWISE ALIENATES ITS INTEREST IN ALL OR ANY PORTION OF THE
COMMON VOTING STOCK OF MPI, SGLVI, SGRI, PIDI OR RAI, OTHER THAN IN CONNECTION
WITH THE STOCK PLEDGES;
T.
THE OCCURRENCE OF ANY DEFAULT UNDER
ANY SUBSIDIARY GUARANTY DELIVERED TO AGENT BANK OR THE REVOCATION, TERMINATION
OR REPUDIATION OF SUCH SUBSIDIARY GUARANTY BY ANY SUBSIDIARY PRIOR TO CREDIT
FACILITY TERMINATION;
U.
THE OCCURRENCE OF ANY MATERIAL ADVERSE
CHANGE; OR
V.
ANY SUBSIDIARY GUARANTY SHALL CEASE TO
BE IN FULL FORCE OR EFFECT IN ANY MATERIAL RESPECT, OR ANY SUBSIDIARY GUARANTOR
SHALL DENY OR DISAFFIRM SUCH SUBSIDIARY GUARANTOR'S OBLIGATIONS UNDER THE
SUBSIDIARY GUARANTY, OR SUCH SUBSIDIARY GUARANTOR SHALL DEFAULT FOR A PERIOD OF
THIRTY (30) DAYS AFTER NOTICE THEREOF FROM AGENT BANK IN THE DUE PERFORMANCE OR
OBSERVANCE OF ANY TERM, COVENANT OR AGREEMENT ON ITS PART TO BE PERFORMED OR
OBSERVED PURSUANT TO THE SUBSIDIARY GUARANTY.
SECTION 7.02.
DEFAULT REMEDIES.
A.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, AGENT BANK MAY AND, UPON THE CONSENT OF
REQUISITE LENDERS SHALL: (I) DECLARE ALL OF THE OUTSTANDING UNPAID INDEBTEDNESS
HEREUNDER AND UNDER THE NOTES AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH ALL
ACCRUED INTEREST THEREON, TO BE FULLY DUE AND PAYABLE WITHOUT PRESENTATION,
DEMAND, PROTEST OR NOTICE OF ANY KIND, AND, IN THE EVENT OF SUCH DECLARATION;
(II) SHALL TERMINATE THE OBLIGATION OF LENDERS TO MAKE ANY ADVANCES FOR
BORROWINGS; AND (III) SHALL TERMINATE THE OBLIGATION OF THE SWINGLINE LENDER TO
MAKE ANY ADVANCES UNDER THE SWINGLINE FACILITY; AND (IV) SHALL TERMINATE THE
OBLIGATION OF THE L/C ISSUER TO ISSUE LETTERS OF CREDIT; AND (V) SHALL DIRECT
THE BORROWERS TO PAY (AND EACH OF THE BORROWERS HEREBY JOINTLY AND SEVERALLY
AGREE UPON RECEIPT OF SUCH NOTICE TO PAY) TO THE L/C ISSUER AN AMOUNT IN CASH
EQUAL TO THE THEN OUTSTANDING L/C EXPOSURE, SUCH CASH TO BE HELD BY L/C ISSUER
IN THE CASH COLLATERAL ACCOUNT AS SECURITY FOR THE REPAYMENT OF ALL L/C
REIMBURSEMENT OBLIGATIONS THEREAFTER OCCURRING; PROVIDED, THAT, THE REMEDIES SET
FORTH IN CLAUSES (I) THROUGH (V) ABOVE WILL BE DEEMED TO HAVE BEEN AUTOMATICALLY
EXERCISED ON THE OCCURRENCE OF ANY EVENT SET OUT IN SECTIONS 7.01(G), (H) OR
(I);
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B.
ADDITIONALLY, WHILE ANY EVENT OF DEFAULT
HAS OCCURRED AND REMAINS CONTINUING, THE BANKS AND/OR AGENT BANK MAY
(I) EXERCISE ANY AND ALL REMEDIES AVAILABLE TO BANKS OR AGENT BANK UNDER THE
LOAN DOCUMENTS; AND/OR (II) EXERCISE ANY OTHER REMEDIES AVAILABLE TO BANKS OR
AGENT BANK AT LAW OR IN EQUITY, INCLUDING REQUESTING THE APPOINTMENT OF A