BORROWER OR SUCH SUBSIDIARY.
(G)
THE LIENS CREATED AND GRANTED TO THE SECURITY AGENT UNDER THE
SECURITY DOCUMENTS SHALL FAIL TO BE VALID, FIRST PRIORITY AND PERFECTED LIENS
SUBJECT TO NO PRIOR OR EQUAL LIEN, OR ANY PERSON SHALL BE BONA FIDE ASSERTING A
CLAIM OF THE INVALIDITY OR UNENFORCEABILITY OF, OR THE BORROWER OR ANY AFFILIATE
THEREOF SHALL ASSERT AS INVALID OR SHALL CHALLENGE, ANY SECURITY DOCUMENT OR ANY
LIEN CREATED HEREUNDER OR UNDER ANY SECURITY DOCUMENT.
(H)
A CHANGE OF CONTROL SHALL OCCUR.
(I)
AN ERISA EVENT SHALL HAVE OCCURRED THAT, IN THE SOLE DISCRETION
OF THE ADMINISTRATIVE AGENT, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA EVENTS
THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(J)
ANY SECURITY INTEREST CREATED PURSUANT TO ANY LOAN DOCUMENT SHALL
CEASE TO BE IN FULL FORCE AND EFFECT OR SHALL CEASE IN ANY MATERIAL RESPECT TO
GIVE THE SECURITY AGENT THE LIENS, RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE
CREATED THEREBY (INCLUDING, WITHOUT LIMITATION, A PERFECTED SECURITY INTEREST
IN, AND LIEN ON, ALL OF THE COLLATERAL OTHER THAN EXCEPTED COLLATERAL BUT
SUBJECT, IN THE CASE OF ANY LEASE TO A LESSEE DOMICILED OR WHOSE CHIEF EXECUTIVE
OFFICE IS LOCATED IN A NON-U.S. JURISDICTION, TO THE PROVISOS
67
SET FORTH IN SECTION 2.26, SUPERIOR TO AND PRIOR TO THE RIGHTS OF ALL THIRD
PERSONS, AND SUBJECT TO NO OTHER LIENS (OTHER THAN PERMITTED LIENS).
SECTION 8.02.
EFFECT; REMEDIES.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE BORROWER SHALL NOT BE ENTITLED TO
EXERCISE ANY OF ITS RIGHTS TO OBTAIN LOANS UNDER THIS AGREEMENT.
UPON THE
OCCURRENCE OF ANY EVENT OF DEFAULT:
(I)(X) DESCRIBED IN SECTION 8.01(E) HEREOF,
THE AGGREGATE REVOLVING LOAN COMMITMENT SHALL TERMINATE AND THE LOANS AND ANY
OTHER OUTSTANDING OBLIGATIONS SHALL IMMEDIATELY AND AUTOMATICALLY BECOME DUE AND
PAYABLE IN FULL, WITHOUT REQUIREMENT OF ANY ACTION WHATSOEVER BY THE
ADMINISTRATIVE AGENT OR THE BANKS, OR (Y) UPON THE OCCURRENCE OF ANY OTHER EVENT
OF DEFAULT, THE ADMINISTRATIVE AGENT, UPON REQUEST OF THE MAJORITY BANKS SHALL,
OR AT THE DISCRETION OF THE ADMINISTRATIVE AGENT MAY, TERMINATE THE AGGREGATE
REVOLVING LOAN COMMITMENT, AND THE LOANS AND ANY OTHER THEN OUTSTANDING
OBLIGATIONS, WITHOUT DEMAND OR NOTICE OF ANY KIND, SHALL AT THE REQUEST OF THE
MAJORITY BANKS OR MAY AT THE DISCRETION OF THE ADMINISTRATIVE AGENT BE DECLARED
DUE AND PAYABLE AND THEREUPON SHALL IMMEDIATELY BECOME DUE AND PAYABLE, IN EACH
CASE WITHOUT PRESENTMENT OR DEMAND FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST OR
FURTHER NOTICE OR DEMAND OF ANY KIND ALL OF WHICH ARE EXPRESSLY WAIVED BY THE
BORROWER, AND (II) THE ADMINISTRATIVE AGENT IN ITS DISCRETION OR AT THE REQUEST
OF THE MAJORITY BANKS, SHALL BE ENTITLED TO EXERCISE ALL OF THE RIGHTS AND
REMEDIES AVAILABLE UNDER THE LOAN DOCUMENTS AND AT LAW OR IN EQUITY.
ARTICLE IX
CONCERNING THE AGENTS
SECTION 9.01.
APPOINTMENT AND AUTHORITY OF THE ADMINISTRATIVE AGENT.
EACH BANK HEREBY APPOINTS NCB TO SERVE AS THE ADMINISTRATIVE AGENT UNDER