any of the Collateral; or
(n)
notwithstanding any disclosure by any Obligor made in any schedule to this
Agreement or otherwise:
101
(i)
(A) receipt by any Obligor of a written notice from any
Governmental Authority indicating, (B) service of process upon any Obligor in
respect of any action commenced by any Person alleging, or (C) the commencement
of any mediation or arbitration of any claim alleging, that any Obligor has any
actual or contingent liability (including, without limitation, liability for any
Remedial Action, personal injury or property damage), or
(ii)
the entry by any Obligor into, or demand for satisfaction or
performance by any Obligor under, any agreement calling for the making of any
payment or expenditure by any Obligor in respect of any actual or contingent
liability (including, without limitation, liability for any Remedial Action,
personal injury or property damage),
in any case, in connection with any Environmental Discharge at any time at, to,
from or under the real property owned, as of the date of this Agreement, by
FiberMark, Inc. and located in Lowville, New York (collectively, "Lowville
Remediation Liabilities"); provided, however, that it shall not be an Event of
Default under this provision if, within thirty (30) days following such
occurrence, the Obligors demonstrate to the reasonable satisfaction of Agent
that the Obligors, individually or collectively, will not incur during any
Fiscal Year more than $1,000,000 in costs (whether direct or indirect, and
whether incurred in connection with Remedial Action, settlement, contribution,
indemnity, judgment, or otherwise) to satisfy Lowville Remediation Liabilities.
SECTION 12.02.
ACCELERATION OF OBLIGATIONS.
UPON THE OCCURRENCE OF A DEFAULT
AND/OR AN EVENT OF DEFAULT, THE AGENT MAY (AT ITS OPTION) AND SHALL AT THE
WRITTEN DIRECTION OF THE REQUIRED LENDERS DECLARE THAT ALL REVOLVING CREDIT
LOANS PROVIDED FOR IN THIS FINANCING AGREEMENT SHALL BE THEREAFTER IN THE
AGENT'S SOLE DISCRETION AND THE OBLIGATION OF THE LENDERS TO MAKE REVOLVING
CREDIT LOANS SHALL CEASE UNLESS SUCH DEFAULT IS CURED TO THE REQUIRED LENDERS'
SATISFACTION OR SUCH EVENT OF DEFAULT IS WAIVED.
IF AN EVENT OF DEFAULT SHALL
OCCUR AND BE CONTINUING, THE AGENT MAY, AND IF DIRECTED TO DO SO BY THE REQUIRED
LENDERS SHALL, UPON NOTICE BY THE AGENT TO THE BORROWERS, (A) DECLARE THE
REVOLVING CREDIT COMMITMENTS TERMINATED, WHEREUPON SUCH REVOLVING CREDIT
COMMITMENTS SHALL FORTHWITH TERMINATE IMMEDIATELY AND ANY ACCRUED FEES SHALL
FORTHWITH BECOME DUE AND PAYABLE AND ALL OBLIGATIONS, AND, AS LIQUIDATED DAMAGES
FOR LOSS OF A BARGAIN AND NOT AS A PENALTY, A LOST TRANSACTION FEE SHALL BE DUE
AND PAYABLE IN ADDITION TO THE ACCELERATED AMOUNTS SET FORTH HEREIN AND ALL
OTHER AMOUNTS PAYABLE UNDER THIS FINANCING AGREEMENT AND ANY OTHER LOAN
DOCUMENTS TO BE, WHEREUPON
102
THE SAME SHALL BECOME, FORTHWITH DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND OR
PROTEST OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE BORROWERS, ANYTHING
CONTAINED IN THIS FINANCING AGREEMENT TO THE CONTRARY NOTWITHSTANDING, EQUAL TO
THE FULL OUTSTANDING PRINCIPAL AMOUNTS OF THE REVOLVING CREDIT LOANS BEING
ACCELERATED MULTIPLIED