LOAN DOCUMENT.
(I)
JUDGMENTS.
ONE OR MORE JUDGMENTS FOR
THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $500,000 (TO THE EXTENT
NOT COVERED BY INSURANCE) SHALL BE RENDERED AGAINST ANY CREDIT PARTY AND THE
SAME SHALL REMAIN UNDISCHARGED FOR A PERIOD OF THIRTY (30) CONSECUTIVE DAYS
DURING WHICH EXECUTION SHALL NOT BE EFFECTIVELY STAYED.
(J)
CHANGE IN CONTROL.
(I) GENERAL PARTNER
SHALL CEASE BEING THE GENERAL PARTNER OF BORROWER, OR (II) CWEI AND LARIAT
SERVICES, INC. SHALL CEASE TO OWN, DIRECTLY OR THROUGH AFFILIATES, NINETY NINE
PERCENT (99%) OF THE STOCK OF BORROWER; PROVIDED, HOWEVER, THAT ADMINISTRATIVE
AGENT AND LENDERS AGREE THAT THE DILUTIONS OF PERCENTAGE OWNERSHIP RESULTING
FROM THE ISSUANCE OF ADDITIONAL STOCK FOR FAIR VALUE SHALL NOT CAUSE A VIOLATION
OF THIS SECTION 3.5(J).
(K)
DISSOLUTION.
THE DISSOLUTION OR THE FILING
FOR DISSOLUTION OF ANY CREDIT PARTY.
SECTION 3.6
REMEDIES.
(A)
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, ADMINISTRATIVE AGENT MAY AT
ITS SOLE OPTION DO ANY ONE OR MORE
36
OR ALL OF THE FOLLOWING, AT SUCH TIME AND IN SUCH ORDER AS ADMINISTRATIVE AGENT
MAY IN ITS SOLE DISCRETION CHOOSE:
(I)
TERMINATION.
ADMINISTRATIVE AGENT MAY
WITHOUT NOTICE TERMINATE ITS OBLIGATION TO EXTEND ANY CREDIT TO OR FOR THE
BENEFIT OF BORROWER (IT BEING UNDERSTOOD, HOWEVER, THAT UPON THE OCCURRENCE OF
ANY BANKRUPTCY EVENT ALL SUCH OBLIGATIONS SHALL AUTOMATICALLY TERMINATE WITHOUT
ANY ACTION ON THE PART OF ADMINISTRATIVE AGENT OR LENDERS).
(II)
ACCELERATION.
ADMINISTRATIVE AGENT MAY
DECLARE THE PRINCIPAL OF AND INTEREST AND ANY PREMIUM ON THE NOTE, AND ALL OTHER
OBLIGATIONS TO BE FORTHWITH DUE AND PAYABLE, WHEREUPON ALL SUCH AMOUNTS SHALL BE
IMMEDIATELY DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND FOR PAYMENT, PROTEST
AND NOTICE OF PROTEST, NOTICE OF DISHONOR, NOTICE OF ACCELERATION, NOTICE OF
INTENT TO ACCELERATE OR OTHER NOTICE OR FORMALITY OF ANY KIND, ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED; PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE OF ANY
BANKRUPTCY EVENT ALL SUCH PRINCIPAL, INTEREST, PREMIUM AND OTHER OBLIGATIONS
SHALL AUTOMATICALLY BECOME DUE AND PAYABLE WITHOUT ANY ACTION ON THE PART OF
ADMINISTRATIVE AGENT.
(III)
EXERCISE OTHER RIGHTS.
ADMINISTRATIVE AGENT
MAY EXERCISE ANY OR ALL OF THE REMEDIES OF A SECURED PARTY UNDER APPLICABLE LAW
AND IN EQUITY, INCLUDING, BUT NOT LIMITED TO, THE UCC, AND ANY OR ALL OF ITS
OTHER RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS.
(IV)
POSSESSION.
ADMINISTRATIVE AGENT MAY REQUIRE
BORROWER TO MAKE THE COLLATERAL AND THE RECORDS PERTAINING TO THE COLLATERAL
AVAILABLE TO ADMINISTRATIVE AGENT AT A PLACE DESIGNATED BY ADMINISTRATIVE AGENT
WHICH IS REASONABLY CONVENIENT TO BORROWER, OR MAY TAKE POSSESSION OF THE
COLLATERAL AND THE RECORDS PERTAINING TO THE COLLATERAL WITHOUT THE USE OF ANY
JUDICIAL PROCESS AND WITHOUT ANY PRIOR NOTICE TO BORROWER TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
ADMINISTRATIVE AGENT'S SOLE DUTY WITH RESPECT TO
THE CUSTODY, SAFE-KEEPING, AND PHYSICAL PRESERVATION OF ANY COLLATERAL IN ITS
POSSESSION, UNDER SECTION 9.207 OF THE UCC OR OTHERWISE, SHALL BE TO DEAL WITH
SUCH