CONTINUE UNREMEDIED FOR THIRTY (30)
DAYS AFTER THE EARLIER OF (X) WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN DELIVERED
BY PURCHASER TO THE SELLER PARENT AND (Y) THE DATE UPON WHICH ANY SELLER HAS
KNOWLEDGE OF SUCH DEFAULT;
(3)
A BANKRUPTCY EVENT SHALL HAVE OCCURRED WITH
RESPECT TO ANY SELLER OR IS LIKELY TO OCCUR, IN THE REASONABLE JUDGMENT OF
PURCHASER;
(4)
THE SELLER PARENT PROVIDES NOTICE TO
PURCHASER OF A PROPOSED CHANGE OF CONTROL UNDER SECTION 7(J) HERETO AND
PURCHASER, WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF SUCH NOTICE, PROVIDES
WRITTEN NOTICE TO THE SELLER PARENT THAT IT DOES NOT CONSENT TO THE PROPOSED
CHANGE OF CONTROL, IN WHICH CASE, THIS AGREEMENT WILL TERMINATE UPON THE
EFFECTIVE DATE OF SUCH PROPOSED CHANGE OF CONTROL OR SUCH EARLIER DATE AS AGREED
TO BETWEEN THE SELLER PARENT AND PURCHASER.
THE SELLER PARENT AGREES TO PROVIDE
PURCHASER ALL INFORMATION PURCHASER SHALL REASONABLY REQUEST TO EVALUATE SUCH
PROPOSED CHANGE OF CONTROL INCLUDING, BUT NOT LIMITED TO, PURCHASE AGREEMENTS,
FINANCING COMMITMENTS AND FINANCIAL PROJECTIONS;
(5)
ANY EVENT OR CONDITION OCCURS WHICH RESULTS
IN THE ACCELERATION OF THE MATURITY OF THE SENIOR SECURED INDEBTEDNESS OF ANY
SELLER (EXCEPT FOR THE INDEBTEDNESS SET FORTH ON THE SCHEDULE OF EXCEPTIONS) OR
ENABLES THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS TO ACCELERATE THE MATURITY
THEREOF;
(6)
THE PURCHASER SENIOR CREDITOR TERMINATES
THE PURCHASER SENIOR CREDIT AGREEMENT OR ANY FINANCING AGREEMENT OR A DEFAULT
OTHERWISE OCCURS THEREUNDER WHICH DEFAULT IS NOT CURED OR WAIVED;
(7)
THE SELLERS ARE UNABLE TO OPERATE WITHIN
THE FEE PARAMETERS AS SET FORTH IN SECTION 3(G), AND SUCH INABILITY CONTINUES
FOR A PERIOD OF FIFTEEN (15) CONSECUTIVE DAYS;
(8)
THE OCCURRENCE OF ANY OF THE FOLLOWING:
(I) THE OCCURRENCE OF ANY EVENT THAT HAS A MATERIAL ADVERSE EFFECT; OR (II) A
MATERIAL IMPAIRMENT OF THE ABILITY OF ANY SELLER TO PERFORM UNDER THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS; OR
(9)
ANY OF THE REPRESENTATIONS OR WARRANTIES
MADE BY ANY SELLER IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE
UNTRUE IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE.
22
(C)
TERMINATION BY PRIOR NOTICE.
THE SELLERS,
ON THE ONE HAND, AND PURCHASER, ON THE OTHER HAND, SHALL EACH HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT AT ANY TIME FOR ANY REASON UPON ONE HUNDRED TWENTY
(120) DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY.
(D)
SELLERS TERMINATION.
THE SELLERS SHALL HAVE
THE RIGHT TO TERMINATE THIS AGREEMENT, WITHOUT PENALTY UNDER SECTION 11(E) OR
FURTHER NOTICE, UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(1)
PURCHASER SHALL DEFAULT IN THE PERFORMANCE
OF ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR THIRTY (30) DAYS AFTER
WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN DELIVERED BY THE SELLER PARENT TO
PURCHASER; OR
(2)
A BANKRUPTCY EVENT SHALL HAVE OCCURRED WITH
RESPECT TO PURCHASER.
(E)
TERMINATION FEE.
IN THE EVENT THAT THIS
AGREEMENT IS TERMINATED (I) BY PURCHASER PURSUANT TO SECTION