IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVES TO BE UNTRUE IN
ANY MATERIAL RESPECT AS OF THE DATE OF ISSUANCE OR MAKING OR DEEMED MAKING
THEREOF;
7.10.
IF THE OBLIGATION OF ANY GUARANTOR UNDER ANY
GUARANTY IS LIMITED OR TERMINATED BY OPERATION OF LAW OR, EXCEPT AS EXPRESSLY
PERMITTED UNDER THE LOAN DOCUMENTS, BY SUCH GUARANTOR;
7.11.
IF THE SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT THAT PURPORTS TO CREATE A LIEN, SHALL, FOR ANY REASON, FAIL OR CEASE TO
CREATE A VALID AND PERFECTED AND, EXCEPT TO THE EXTENT PERMITTED BY THE TERMS
HEREOF OR THEREOF, FIRST PRIORITY LIEN ON OR SECURITY INTEREST IN A MATERIAL
PORTION OF THE COLLATERAL COVERED THEREBY, EXCEPT (A) AS A RESULT OF A
DISPOSITION OF THE APPLICABLE COLLATERAL IN A TRANSACTION PERMITTED UNDER THIS
AGREEMENT OR (B) AS A RESULT OF AGENT'S FAILURE TO MAINTAIN POSSESSION OF STOCK
CERTIFICATES, NOTES OR OTHER INSTRUMENTS DELIVERED TO IT; OR
7.12.
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT SHALL
AT ANY TIME FOR ANY REASON BE DECLARED TO BE NULL AND VOID, OR THE VALIDITY OR
ENFORCEABILITY THEREOF SHALL BE CONTESTED BY ANY LOAN PARTY OR ANY SUBSIDIARY OF
A LOAN PARTY, OR A PROCEEDING SHALL BE COMMENCED BY ANY LOAN PARTY OR ANY
SUBSIDIARY OF A LOAN PARTY, OR BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION
OVER ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, SEEKING TO ESTABLISH THE
INVALIDITY OR UNENFORCEABILITY THEREOF, OR ANY LOAN PARTY SHALL DENY THAT IT HAS
ANY LIABILITY OR OBLIGATION PURPORTED TO BE CREATED UNDER ANY LOAN DOCUMENT.
8.
THE LENDER GROUP'S RIGHTS AND REMEDIES.
8.1.
RIGHTS AND REMEDIES.
Upon the occurrence, and during the continuation, of an Event of Default, the
Required Lenders (at their election but without notice of their election and
without demand) may authorize and instruct the Agent to do any one or more of
the following on behalf of the Lender Group (and Agent, acting upon the
instructions of the Required Lenders, shall do the same on behalf of the Lender
Group), all of which are authorized by Borrowers:
49
(A)
DECLARE ALL OR ANY PORTION OF THE OBLIGATIONS, WHETHER EVIDENCED BY
THIS AGREEMENT, BY ANY OF THE OTHER LOAN DOCUMENTS, OR OTHERWISE, IMMEDIATELY
DUE AND PAYABLE;
(B)
CEASE ADVANCING MONEY OR EXTENDING CREDIT TO OR FOR THE BENEFIT OF
BORROWERS UNDER THIS AGREEMENT, UNDER ANY OF THE LOAN DOCUMENTS, OR UNDER ANY
OTHER AGREEMENT BETWEEN BORROWERS AND THE LENDER GROUP;
(C)
TERMINATE THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AS TO
ANY FUTURE LIABILITY OR OBLIGATION OF THE LENDER GROUP, BUT WITHOUT AFFECTING
ANY OF THE AGENT'S LIENS IN THE COLLATERAL AND WITHOUT AFFECTING THE
OBLIGATIONS; AND
(D)
EXERCISE ALL OTHER RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY
OR PURSUANT TO ANY OTHER LOAN DOCUMENT.
The foregoing to the contrary notwithstanding, upon the occurrence of any Event
of Default described in Section 7.4 or Section 7.5 as to any Borrower, in
addition to