Common use of Borrower Events of Default Clause in Contracts

Borrower Events of Default. A "Borrower Event of Default" as to any Borrower shall have occurred if one or more of the following events shall have occurred and be continuing: (a) such Borrower shall fail to (i) pay when due any principal of any Loan, or (ii) such Borrower shall fail to pay when due interest on any Loan or any fees or any other amount payable to Administrative Agent or the Banks hereunder and the same shall continue for a period of five (5) days after the same becomes due; (b) such Borrower shall fail to observe or perform any covenant of Section 5.9(b) and (c) and Section 5.11(e)(iii) applicable to such Borrower; (c) such Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referenced in Section 6.1(a) and (b) hereof) and the Security Documents of such Borrower, if any, for 30 days after written notice thereof has been given to such Borrower by the Administrative Agent; or if such default is of such a nature that it cannot with reasonable effort be completely remedied within said period of thirty (30) days such additional period of time as may be reasonably necessary to cure same, provided such Borrower commences such cure within said thirty (30) day period and diligently prosecutes same, until completion, but in no event shall such extended period exceed ninety (90) days; provided, further, that such Borrower, in lieu of such cure, may within such time periods described above, exercise its right under Section 2.12 to cause such Security Documents to be terminated and released or to select another Security Option under Section 2.12, in which event such failure shall be deemed cured; (d) any representation, warranty, certification or statement made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made) and, with respect to such representations, warranties, certifications or statements not known by such Borrower at the time made or deemed made to be incorrect, the defect causing such representation or warranty to be incorrect when made (or deemed made) is not removed within thirty (30) days after written notice thereof from Administrative Agent to such Borrower; (e) such Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, including under Japanese law, any corporate action or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetsuzuki), commencement of company arrangement (kaisha seiri) or commencement of special liquidation (tokubetsu seisan); and except for any such action taken for the purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the Administrative Agent or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets or seeking the appointment of a trustee, receiver, liquidate, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing; (f) an involuntary case or other proceeding shall be commenced against such Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect (including the Japanese laws set forth in Section 6.1(e) above) or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an order for relief shall be entered against any Borrower under the federal or national bankruptcy laws as now or hereafter in effect; (g) at any time, for any reason, such Borrower seeks to repudiate its obligations under any Loan Document; (h) a default by any Borrower beyond any applicable notice or grace period under any of the other Loan Documents to which such Borrower is a party; (i) any assets of such Borrower shall constitute "assets" (within the meaning of ERISA or Section 4975 of the Code, including but not limited to 29 C.F.R. Section 2510.3-101 or any successor regulation thereto) of an "employee benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code; or (j) any Notes delivered by such Borrower, any Loans made to such Borrower, any of the Loan Documents to which such Borrower is a party or the exercise of any of the Administrative Agent's or any of the Bank's rights in connection therewith shall constitute a prohibited transaction under ERISA and/or the Code.

Borrower Events of Default. A "“Borrower Event of Default" ” as to any Borrower shall have occurred if one or more of the following events shall have occurred and be continuing: (a) such Borrower shall fail to (i) pay when due any principal of any Loan, or (ii) such Borrower shall fail to pay when due interest on any Loan or any fees or any other amount payable to Administrative Agent or the Banks hereunder and the same shall continue for a period of five (5) days after the same becomes due; (b) such Borrower shall fail to observe or perform any covenant of Section 5.9(b) and (c) and Section 5.11(e)(iii) applicable to such Borrower; (c) such Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referenced in Section 6.1(a) and (b) hereof) and the Security Documents of such Borrower, if any, for 30 days after written notice thereof has been given to such Borrower by the Administrative Agent; or if such default is of such a nature that it cannot with reasonable effort be completely remedied within said period of thirty (30) days such additional period of time as may be reasonably necessary to cure same, provided such Borrower commences such cure within said thirty (30) day period and diligently prosecutes same, until completion, but in no event shall such extended period exceed ninety (90) days; provided, further, that such Borrower, in lieu of such cure, may within such time periods described above, exercise its right under Section 2.12 to cause such Security Documents to be terminated and released or to select another Security Option under Section 2.12, in which event such failure shall be deemed cured; (d) any representation, warranty, certification or statement made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made) and, with respect to such representations, warranties, certifications or statements not known by such Borrower at the time made or deemed made to be incorrect, the defect causing such representation or warranty to be incorrect when made (or deemed made) is not removed within thirty (30) days after written notice thereof from Administrative Agent to such Borrower; (e) such Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, including under Japanese law, any corporate action or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetsuzuki), commencement of company arrangement (kaisha seiri) or commencement of special liquidation (tokubetsu seisan); and except for any such action taken for the purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the Administrative Agent or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets or seeking the appointment of a trustee, receiver, liquidate, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing; (f) an involuntary case or other proceeding shall be commenced against such Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect (including the Japanese laws set forth in Section 6.1(e) above) or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an order for relief shall be entered against any Borrower under the federal or national bankruptcy laws as now or hereafter in effect; (g) at any time, for any reason, such Borrower seeks to repudiate its obligations under any Loan Document; (h) a default by any Borrower beyond any applicable notice or grace period under any of the other Loan Documents to which such Borrower is a party; (i) any assets of such Borrower shall constitute "“assets" ” (within the meaning of ERISA or Section 4975 of the Code, including but not limited to 29 C.F.R. Section § 2510.3-101 or any successor regulation thereto) of an "“employee benefit plan" ” within the meaning of Section 3(3) of ERISA or a "“plan" ” within the meaning of Section 4975(e)(1) of the Code; or (j) any Notes delivered by such Borrower, any Loans made to such Borrower, any of the Loan Documents to which such Borrower is a party or the exercise of any of the Administrative Agent's ’s or any of the Bank's ’s rights in connection therewith shall constitute a prohibited transaction under ERISA and/or the Code.

Borrower Events of Default. A if any of the following events, acts, occurrences or state of facts (herein called a "Borrower Event of Default" as ") shall occur or exist (for any reason whatsoever with respect to a Borrower, and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law pursuant to or in accordance with any Borrower shall have occurred if one judgment, decree or more order of the following events shall have occurred and be continuing:any court or any order, rule or regulation of any administrative or governmental body): (a) such Such Borrower shall fail to (i) pay pay, when due and as required to be paid herein, any amount of principal of any Loan, or Loan and such default shall continue unremedied for a period of two (ii2) Business Days after the date upon which notice thereof is received by such Borrower and the Guarantor from the Documentation Agent; (b) Such Borrower shall fail to pay pay, when due and as required to be paid herein, any interest on any Loan or any fees or any other amount payable to Administrative Agent or the Banks hereunder and the same such default shall continue unremedied for a period of five (5) days Business Days after the same becomes due; (b) date upon which notice thereof is received by such Borrower shall fail to observe or perform any covenant of Section 5.9(b) and (c) and Section 5.11(e)(iii) applicable to such Borrower;the Guarantor from the Documentation Agent; or (c) Any representation or warranty on the part of such Borrower contained in any Loan Document shall fail have been incorrect in any material respect when made or deemed made (unless, with respect to observe any Non-Kmart Borrower, the Guarantor shall have notified the Documentation Agent in writing that the Guarantor requests the same be waived and no Guarantor Event of Default then exists, in which case the same shall be waived hereunder without further action by the Documentation Agent or perform the Banks); (d) Such Borrower shall default in the performance or observance of any covenant or agreement contained in this Agreement on its part to be performed or observed hereunder or under any Loan Document and such failure shall continue unremedied for a period of thirty (other than those referenced in Section 6.1(a30) and (b) hereof) and the Security Documents of such Borrower, if any, for 30 days after written notice thereof has been given to such Borrower and the Guarantor by the Administrative Agent; or if such default is of such a nature that it cannot with reasonable effort be completely remedied within said period of thirty Documentation Agent (30) days such additional period of time as may be reasonably necessary to cure same, provided such Borrower commences such cure within said thirty (30) day period and diligently prosecutes same, until completion, but in no event shall such extended period exceed ninety (90) days; provided, further, that such Borrower, in lieu of such cure, may within such time periods described above, exercise its right under Section 2.12 to cause such Security Documents to be terminated and released or to select another Security Option under Section 2.12, in which event such failure shall be deemed cured; (d) any representation, warranty, certification or statement made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made) andunless, with respect to such representations, warranties, certifications or statements not known by such Borrower at the time made or deemed made to be incorrectany Non-Kmart Borrower, the defect causing such representation Guarantor shall have notified the Documentation Agent in writing that the Guarantor requests the same be waived and no Guarantor Event of Default then exists, in which case the same shall be waived hereunder without further action by the Documentation Agent or warranty to be incorrect when made (or deemed made) is not removed within thirty (30) days after written notice thereof from Administrative Agent to such Borrowerthe Banks); (e) such Such Borrower shall commence a voluntary case become insolvent or other proceeding seeking liquidationgenerally fail to pay, reorganization or other relief with respect admit in writing its inability to itself or pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or other similar law now or hereafter in effect, including under Japanese law, any corporate action seeking dissolution or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetsuzuki), commencement of company arrangement (kaisha seiri) or commencement of special liquidation (tokubetsu seisan); and except for any such action taken for the purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the Administrative Agent or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets or seeking the appointment of a trustee, receiver, liquidate, custodian or other similar official of liquidator for it or any a substantial part portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall consent to file any such relief or to answer admitting the appointment jurisdiction of or taking possession by any such official in the court and the material allegations of an involuntary case petition filed against it in any bankruptcy, insolvency or other proceeding commenced against itsimilar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall fail generally consent to, or acquiesce in the appointment of a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, or shall call a meeting of its creditors with a view to pay arranging a composition or adjustment of its debts as they become due, or shall take any corporate action to authorize authorizing any of the foregoing;; or (f) Involuntary proceedings or an involuntary case or other proceeding petition shall be commenced or filed against such Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect (including the Japanese laws set forth in Section 6.1(e) above) or seeking the dissolution or reorganization of it or the appointment of a trustee, receiver, liquidatortrustee, custodian or other similar official of liquidator for it or any of a substantial part of its property, assets or business, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of its property, assets or business, and such involuntary proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within sixty (60) days after commencement, filing or levy, as the case may be, or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an any order for relief shall be entered against in any Borrower under the federal or national bankruptcy laws as now or hereafter in effect;such proceeding; or (g) at Such Borrower shall disavow its obligations under this Agreement or any timeNote or other Loan Document to which it is a party or shall deny that it has any or further obligations hereunder or thereunder (in each case other than by reason of the satisfaction of all of such Borrower's obligations hereunder and thereunder or the unlawful disavowal by any other party to such agreements of their respective obligations thereunder); or (h) With respect to any Non-Kmart Borrower, for any reasonlease of any of its Projects to Guarantor shall terminate or Guarantor shall disavow its obligations under such lease or shall deny that it has any or further obligations thereunder; or (i) With respect to any Non-Kmart Borrower, such Borrower seeks any APUC relating to repudiate any of its Projects shall terminate or Guarantor shall disavow its obligations under any Loan Document; such APUC or shall deny that it has any or further obligations thereunder; then, and in any such event and at any time thereafter, the Documentation Agent may and, at the direction of the Required Banks shall, take one or more of the following actions: (hi) a default by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower or Borrowers as to which such Borrower Event of Default has occurred declare any Project Commitment for such Borrower beyond any applicable to be terminated whereupon such Project Commitment shall forthwith terminate, and/or (ii) by written or oral or telephonic notice (in the case of oral or grace period telephonic notice confirmed in writing immediately thereafter) to such Borrower declare all sums then owing by such Borrower hereunder and under any Notes of such Borrower to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by such Borrower. In case of any occurrence of any event of default described in clause (e) or (f) of this Section 7.2, the Commitments in respect of such Borrower shall terminate and such Borrower's Loans and Notes, together with accrued interest thereon, shall automatically become due and payable forthwith, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, any provision of this Agreement or the Notes to the contrary notwithstanding and all other amounts payable by such Borrower hereunder or under any Notes shall also become immediately due and payable all without notice of any kind. Anything in this Section 7.2 to the contrary notwithstanding, the Documentation Agent shall, at the request of the Required Banks, rescind and annul any acceleration of such Borrower's Notes by written instrument filed with such Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on such Borrower's Notes and all other sums payable by such Borrower under this Agreement and the Notes (except any principal and interest on such Borrower's Loan Obligations which has become due and payable solely by reason of such acceleration pursuant to this Section 7.2) shall have been duly paid in full and (B) no other Borrower Event of Default shall have occurred and be continuing with respect to such Borrower which shall not have been waived pursuant to Section 9.1 hereof. Notwithstanding the foregoing, or anything else in this Agreement, any Notes or any other Loan Documents to which any Non-Kmart Borrower is a party, upon the occurrence of a Borrower Event of Default with respect to a Non-Kmart Borrower, the Banks, prior to exercising any rights or remedies against such Non-Kmart Borrower, shall first make demand upon the Guarantor under the Guaranty. Only in the event that the Guarantor shall fail to perform under the Guaranty within five (5) days of such demand shall the Banks and the Documentation Agent proceed to exercise rights or remedies under or otherwise enforce this Agreement, any Notes or any other Loan Documents to which such Borrower is a party; (i) any assets of such Borrower shall constitute "assets" (within the meaning of ERISA or Section 4975 of the Code, including but not limited to 29 C.F.R. Section 2510.3Non-101 or any successor regulation thereto) of an "employee benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code; or (j) any Notes delivered by such Borrower, any Loans made to such Borrower, any of the Loan Documents to which such Kmart Borrower is a party against such Non-Kmart Borrower, and in such case, notwithstanding anything in this Agreement, such Notes or such other Loan Documents to the exercise contrary, such Non-Kmart Borrower's liability hereunder and thereunder shall be limited to the items of collateral which such Non-Kmart Borrower has assigned to, and/or in which such Non-Kmart Borrower has granted a security interest in favor of, the Documentation Agent, under and as provided in each Assignment executed by such Non-Kmart Borrower, and such Non-Kmart Borrower's obligations and liability to the Documentation Agent and the Banks under this Agreement, any Notes and any other Loan Documents shall be without recourse to any other property or assets of the Administrative Agent's such Non-Kmart Borrower, its partners or any of the Bank's rights in connection therewith shall constitute a prohibited transaction under ERISA and/or the Codestockholders (as applicable).

Borrower Events of Default. A If any of the following events, acts, occurrences or state of facts (herein called a "Borrower Event of Default" as ") shall occur or exist (for any reason whatsoever, and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law pursuant to or in accordance with any Borrower shall have occurred if one judgment, decree or more order of the following events shall have occurred and be continuing:any court or any order, rule or regulation of any administrative or governmental body): (a) such Any Borrower shall fail to (i) pay when due any default in the payment of principal of any Loanits Loan obligations or Notes when due, or (ii) such Borrower shall fail to pay when due in the payment of interest on any Loan or any fees or any other amount payable owing hereunder or under any Note within three (3) Business Days after notice of such failure is given to Administrative Agent Guarantor and such Borrower; or (b) Any representation or warranty on the Banks hereunder part of any Borrower or any of its Subsidiaries, as the case may be, contained in any Loan Document or any document, instrument or certificate delivered pursuant thereto shall have been incorrect in any material respect when made or deemed made; or (c) Any Borrower shall default in the performance or observance of any term, covenant, condition or agreement on its part to be performed or observed under Section 5.2 hereof and the same such default shall continue unremedied for a period of five (5) days after the same becomes due; written or telephonic (bimmediately confirmed in writing) such Borrower shall fail to observe or perform any covenant of Section 5.9(b) and (c) and Section 5.11(e)(iii) applicable to such Borrower; (c) such Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referenced in Section 6.1(a) and (b) hereof) and the Security Documents of such Borrower, if any, for 30 days after written notice thereof has been given to such Borrower by the Administrative AgentManaging Agent or any Bank (with a copy of such Notice to Guarantor); or (d) Any Borrower or if any of its Subsidiaries shall default in the performance or observance of any term, covenant, condition or agreement on its part to be performed or observed hereunder or under any Loan Document (and not constituting a Borrower Event of Default under any other clause of this Section 7.2) and such default is of such shall continue unremedied for a nature that it cannot with reasonable effort be completely remedied within said period of thirty (30) days such additional period of time as may be reasonably necessary after written or telephonic (immediately confirmed in writing) notice thereof has been given to cure same, provided such Borrower commences such cure within said thirty by the Managing Agent or any Bank (30) day period and diligently prosecutes same, until completion, but in no event shall such extended period exceed ninety (90) days; provided, further, that such Borrower, in lieu with a copy of such cure, may within such time periods described above, exercise its right under Section 2.12 notice to cause such Security Documents to be terminated and released or to select another Security Option under Section 2.12, in which event such failure shall be deemed cured; (d) any representation, warranty, certification or statement made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made) and, with respect to such representations, warranties, certifications or statements not known by such Borrower at the time made or deemed made to be incorrect, the defect causing such representation or warranty to be incorrect when made (or deemed made) is not removed within thirty (30) days after written notice thereof from Administrative Agent to such Borrower;Guarantor); or (e) Any Borrower or any of its Subsidiaries or the Kmart General Partner of such Borrower shall commence a voluntary case become insolvent or other proceeding seeking liquidationgenerally fail to pay, reorganization or other relief with respect admit in writing its inability to itself or pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or other similar law now or hereafter in effect, including under Japanese law, any corporate action seeking dissolution or proceedings are undertaken relating to bankruptcy (hasan), civil rehabilitation (minjisaisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetsuzuki), commencement of company arrangement (kaisha seiri) or commencement of special liquidation (tokubetsu seisan); and except for any such action taken for the purposes of a reconstruction or amalgamation whilst solvent on terms previously approved by the Administrative Agent or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets or seeking the appointment of a trustee, receiver, liquidate, custodian or other similar official of liquidator for it or any a substantial part portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall consent to file any such relief or to answer admitting the appointment jurisdiction of or taking possession by any such official in the court and the material allegations of an involuntary case petition filed against it in any bankruptcy, insolvency or other proceeding commenced against itsimilar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall fail generally consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, shall call a meeting of its creditors with a view to pay arranging a composition or adjustment of its debts as they become due, or shall take any corporate action to authorize authorizing any of the foregoing;; or (f) Involuntary proceedings or an involuntary case or other proceeding petition shall be commenced or filed against any Borrower or any of its Subsidiaries or the Kmart General Partner of such Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect (including the Japanese laws set forth in Section 6.1(e) above) or seeking the dissolution or reorganization of it or the appointment of a trustee, receiver, liquidatortrustee, custodian or other similar official of liquidator for it or any of a substantial part of its property, assets or business, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of its property, assets or business, and such involuntary proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within sixty (60) days after commencement, filing or levy, as the case may be, or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an any order for relief shall be entered against in any Borrower under the federal or national bankruptcy laws as now or hereafter in effect;such proceeding; or (g) at One or more judgments or decrees shall be entered against any timeBorrower or any of its Subsidiaries involving, for any reasonindividually or in the aggregate, a liability of $50,000 or more and all such Borrower seeks to repudiate its obligations under any Loan Document;judgments or decrees shall not have been vacated, discharged, satisfied or stayed pending appeal within thirty (30) days from the entry thereof; or (h) a default Any Borrower or any of its Subsidiaries shall disavow its obligations under this Agreement or any Note as the Loan Obligations or shall deny that it has any or further obligations hereunder or thereunder (in each case other than by reason of the satisfaction of all of such Borrower's obligations hereunder and thereunder or the unlawful disavowal by any other party to such agreements of their respective obligations thereunder); or (i) Any Borrower beyond shall cease for any reason to be an Eligible Borrower hereunder; (j) Any order, judgment or decree shall be entered against any Borrower or any of its Subsidiaries 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 any Borrower or any of its Subsidiaries shall otherwise dissolve or cease to exist; or (k) Any Additional Borrower Agreement shall cease for any reason to be in full force and effect as to any Borrower; (l) Guarantor shall sell, assign, transfer or otherwise dispose of any shares of capital stock of the Kmart General Partner of such Borrower (except to the extent, if any, required to qualify directors of such Subsidiary under any applicable notice law); (m) The Kmart General Partner for any Borrower shall: (i) merge or grace period under consolidate with any other Person, other than the Guarantor or a wholly-owned Subsidiary of the Guarantor; (ii) create, incur, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its ownership interest in any Borrower, whether now owned or hereafter acquired; or (iii) directly or indirectly create or otherwise cause or suffer to exist or become effective any limitation (except as required by applicable law or the Loan Agreement) on its ability to (A) pay dividends or make any other Loan Documents distributions on its capital stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Guarantor, or (B) make loans or advances to the Guarantor. then, and in any such event and at any time thereafter, the Managing Agent may and, at the direction of the Required Banks shall, take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower or Borrowers as to which such Borrower is a party; Event of Default has occurred declare any Project Commitment for such Borrower to be terminated whereupon such Project Commitment shall forthwith terminate, and/or (iii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to such Borrower declare all sums then owing by such Borrower hereunder and under any assets Notes of such Borrower to be forthwith due and payable, whereupon all such sums shall constitute "assets" (within the meaning become and be immediately due and payable without presentment, demand, protest or notice of ERISA or Section 4975 any kind, all of the Code, including but not limited to 29 C.F.R. Section 2510.3-101 or any successor regulation thereto) of an "employee benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code; or (j) any Notes delivered which are hereby expressly waived by such Borrower. In cases of any occurrence of any event of default described in clause (e) or (f) of this Section 7.2, such Borrower's Notes, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, any Loans made provision of this Agreement or the Notes to the contrary notwithstanding and other amounts payable by such Borrower hereunder or under any Notes shall also become immediately due and payable all without notice of any kind. Anything in this Section 7.2 to the contrary notwithstanding, the Managing Agent shall, at the request of the Required Banks, rescind and annul any acceleration of such Borrower's Notes by written instrument filed with such Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on such Borrower's Notes and all other sums payable by such Borrower under this Agreement and the Notes (except any principal and interest on such Borrower's Loan Obligations which has become due and payable solely by reason of such acceleration pursuant to this Section 7.2) shall have been duly paid in full and (B) no other Borrower Event of Default shall have occurred and be continuing with respect to such Borrower, any of the Loan Documents Borrower which shall not have been waived pursuant to which such Borrower is a party or the exercise of any of the Administrative Agent's or any of the Bank's rights in connection therewith shall constitute a prohibited transaction under ERISA and/or the CodeSection hereof.