IN WRITING) SHALL BE ENTERED OR FILED AGAINST ANY
BORROWER OR ANY SUBSIDIARY OF A BORROWER OR WITH RESPECT TO ANY OF THEIR
RESPECTIVE ASSETS, AND THE SAME IS NOT RELEASED, DISCHARGED, BONDED AGAINST, OR
STAYED PENDING APPEAL BEFORE THE EARLIER OF 30 DAYS AFTER THE DATE IT FIRST
ARISES OR 5 DAYS PRIOR TO THE DATE ON WHICH SUCH ASSET IS SUBJECT TO BEING
FORFEITED BY THE APPLICABLE BORROWER OR THE APPLICABLE SUBSIDIARY;
7.8
IF THERE IS A DEFAULT IN ANY AGREEMENT TO WHICH ANY BORROWER OR
ANY SUBSIDIARY OF A BORROWER IS A PARTY WITH ONE OR MORE THIRD PERSONS RELATIVE
TO INDEBTEDNESS OF ANY BORROWER INVOLVING IN AN AMOUNT OF $500,000 OR MORE, AND
SUCH DEFAULT (I) OCCURS AT THE FINAL MATURITY OF THE OBLIGATIONS THEREUNDER, OR
(II) RESULTS IN A RIGHT BY SUCH THIRD PERSON(S), IRRESPECTIVE OF WHETHER
EXERCISED, TO ACCELERATE THE MATURITY OF THE APPLICABLE BORROWER'S OR
SUBSIDIARY'S OBLIGATIONS THEREUNDER;
7.9
IF ANY WARRANTY, REPRESENTATION, STATEMENT, OR RECORD MADE HEREIN
OR IN ANY OTHER LOAN DOCUMENT OR DELIVERED TO LENDER IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY BORROWER OR SUBSIDIARY THEREOF OR
ANY OFFICER, EMPLOYEE OR DIRECTOR OF ANY BORROWER OR SUCH SUBSIDIARY, PROVES TO
HAVE BEEN UNTRUE IN ANY MATERIAL RESPECT WHEN MADE;
7.10
IF ANY ACQUIRING PARTY SHALL BREACH ITS OBLIGATIONS UNDER ANY OF
THE ACQUISITION DOCUMENTS;
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 (TO THE EXTENT THAT PERFECTION CAN BE EFFECTED BY THE MEASURES
REQUIRED TO BE TAKEN UNDER THE LOAN DOCUMENTS FOR SUCH PURPOSE) AND, EXCEPT TO
THE EXTENT PERMITTED BY THE TERMS HEREOF OR THEREOF, FIRST PRIORITY LIEN ON OR
SECURITY INTEREST IN THE COLLATERAL COVERED HEREBY OR THEREBY, EXCEPT AS A
RESULT OF A DISPOSITION OF THE APPLICABLE COLLATERAL IN A TRANSACTION PERMITTED
UNDER THIS AGREEMENT;
7.12
A MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED; OR
7.13
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 BORROWER OR ANY SUBSIDIARY OF A BORROWER, OR A
PROCEEDING SHALL BE COMMENCED BY ANY BORROWER OR ANY SUBSIDIARY OF A BORROWER,
OR BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER ANY BORROWER OR ANY
SUBSIDIARY OF A BORROWER, SEEKING TO ESTABLISH THE INVALIDITY OR
UNENFORCEABILITY THEREOF.
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 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:
(A)
DECLARE ALL