SUCH STAY.
(K)
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT
FOR ANY REASON CEASES TO BE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS (OR ANY CREDIT PARTY SHALL CHALLENGE THE ENFORCEABILITY OF ANY LOAN
DOCUMENT OR SHALL ASSERT IN WRITING, OR ENGAGE IN ANY ACTION OR INACTION BASED
ON ANY SUCH ASSERTION, THAT ANY PROVISION OF ANY OF THE LOAN DOCUMENTS HAS
CEASED TO BE OR OTHERWISE IS NOT VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS), OR ANY LIEN CREATED UNDER ANY LOAN DOCUMENT
63
CEASES TO BE A VALID AND PERFECTED FIRST PRIORITY LIEN (EXCEPT AS OTHERWISE
PERMITTED HEREIN OR THEREIN) IN ANY OF THE COLLATERAL PURPORTED TO BE COVERED
THEREBY.
(L)
ANY CHANGE OF CONTROL OCCURS.
(M)
(I) A NOTICE OF TERMINATION SHALL HAVE BEEN
DELIVERED UNDER SECTION 4 OF THE M&A SOFTWARE LICENSE OR UNDER ANY REPLACEMENT
SOFTWARE AGREEMENT AND THE APPLICABLE REPLACEMENT SOFTWARE REQUIRED ACTIONS
SHALL NOT HAVE BEEN COMPLETED WHEN REQUIRED AS SET FORTH IN THE DEFINITION OF
REPLACEMENT SOFTWARE REQUIRED ACTIONS; OR (II) THE M&A SOFTWARE LICENSE (OR, IF
APPLICABLE, ANY REPLACEMENT SOFTWARE AGREEMENT), AS APPLICABLE, SHALL TERMINATE
OR EXPIRE PRIOR TO THE COMPLETION OF THE APPLICABLE REPLACEMENT SOFTWARE
REQUIRED ACTIONS; OR (III) AGENT SHALL HAVE EXERCISED ITS RIGHTS TO CURE A
DEFAULT (AS SET FORTH IN THE SOFTWARE AMENDMENT AND CONSENT OR ANY REPLACEMENT
AMENDMENT AND CONSENT) OF OTELCO TELEPHONE LLC OR OTHER APPLICABLE CREDIT PARTY
UNDER THE M&A SOFTWARE LICENSE (OR REPLACEMENT SOFTWARE AGREEMENT, IF
APPLICABLE) WITHOUT REIMBURSEMENT WITHIN TWO (2) DAYS THEREOF FOR THE REASONABLE
COSTS, FEES AND EXPENSES ASSOCIATED THEREWITH.
(N)
[INTENTIONALLY OMITTED.]
(O)
ANY TELECOMMUNICATIONS APPROVAL, INCLUDING
ANY FCC LICENSE, PSC AUTHORIZATION OR FRANCHISE, OF ANY CREDIT PARTY SHALL
EXPIRE OR TERMINATE OR BE MODIFIED, REVOKED OR OTHERWISE LOST WHICH IN ANY CASE
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(P)
ANY EVENT OF DEFAULT (AS SUCH TERM IS
RESPECTIVELY DEFINED IN THE INITIAL IDS SUBORDINATED NOTES INDENTURE, ANY
SUBSEQUENT IDS SUBORDINATED NOTES INDENTURE OR ANY ADDITIONAL SUBORDINATED DEBT
DOCUMENT) OCCURS AND IS CONTINUING.
8.2
Remedies.
(A)
IF ANY DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, AGENT, AT THE WRITTEN REQUEST OF THE REQUISITE
REVOLVING LENDERS, SHALL, WITHOUT NOTICE, SUSPEND THE REVOLVING LOAN AND SWING
LINE LOAN FACILITIES WITH RESPECT TO ADDITIONAL ADVANCES, WHEREUPON ANY
ADDITIONAL ADVANCES SHALL BE MADE IN THE SOLE DISCRETION OF THE REQUISITE
REVOLVING LENDERS SO LONG AS SUCH DEFAULT OR EVENT OF DEFAULT IS CONTINUING.
(B)
IF ANY EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AGENT MAY (AND AT THE WRITTEN REQUEST OF THE REQUISITE LENDERS,
SHALL), WITHOUT NOTICE:
(I) TERMINATE THE REVOLVING LOAN COMMITMENT AND SWING
LINE COMMITMENT WITH RESPECT TO FURTHER ADVANCES; (II) DECLARE ALL OR ANY
PORTION OF THE OBLIGATIONS, INCLUDING ALL OR ANY PORTION OF ANY LOAN TO BE
FORTHWITH DUE AND PAYABLE, ALL WITHOUT PRESENTMENT, DEMAND, PROTEST OR FURTHER
NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY WAIVED BY BORROWER AND EACH OTHER
CREDIT PARTY; OR