SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $1,000,000 IN ANY YEAR.
(N)
THERE OCCURS UNDER ANY SWAP AGREEMENT AN EARLY TERMINATION DATE
(AS DEFINED IN SUCH SWAP AGREEMENT) RESULTING FROM (I) ANY EVENT OF DEFAULT
UNDER SUCH SWAP AGREEMENT TO WHICH THE BORROWER OR ANY SUBSIDIARY IS THE
DEFAULTING PARTY (AS DEFINED IN SUCH SWAP AGREEMENT), OR (II) ANY TERMINATION
EVENT (AS SO DEFINED) UNDER SUCH SWAP AGREEMENT AS TO WHICH THE BORROWER OR ANY
SUBSIDIARY IS AN AFFECTED PARTY (AS SO DEFINED) AND, IN EITHER EVENT, THE SWAP
TERMINATION VALUE OWED BY THE BORROWER OR SUCH SUBSIDIARY AS A RESULT THEREOF
CONSTITUTES MATERIAL INDEBTEDNESS.
(O)
A CHANGE IN CONTROL SHALL OCCUR.
(P)
(I) THOMAS H. BLAKE SHALL CEASE FOR ANY REASON TO BE A FULL TIME
MEMBER OF THE BOARD OF MANAGERS OF THE BORROWER, AND A SUCCESSOR TO THE
MR. BLAKE ACCEPTABLE TO THE ADMINISTRATIVE AGENT HAS NOT BEEN APPOINTED WITHIN
60 DAYS THEREOF, OR (II) SCOTT W. SMITH SHALL CEASE FOR ANY REASON TO PERFORM
HIS DUTIES PURSUANT TO THE TERMS AND PROVISIONS OF THE SMITH EMPLOYMENT
AGREEMENT, AND A SUCCESSOR TO MR. SMITH ACCEPTABLE TO THE ADMINISTRATIVE AGENT
HAS NOT BEEN APPOINTED WITHIN 60 DAYS.
SECTION 10.02.
REMEDIES.
(A)
IN THE CASE OF AN EVENT OF DEFAULT OTHER THAN ONE DESCRIBED IN
SECTION 10.01(H), SECTION 10.01(I) OR SECTION 10.01(J), AT ANY TIME THEREAFTER
DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT MAY,
AND AT THE REQUEST OF THE MAJORITY LENDERS, SHALL, BY NOTICE TO THE BORROWER,
TAKE EITHER OR BOTH OF THE FOLLOWING ACTIONS, AT THE SAME OR DIFFERENT TIMES:
(I) TERMINATE THE COMMITMENTS, AND THEREUPON THE COMMITMENTS SHALL TERMINATE
IMMEDIATELY, AND (II) DECLARE THE NOTES AND THE LOANS THEN OUTSTANDING TO BE DUE
AND PAYABLE IN WHOLE (OR IN PART, IN WHICH CASE ANY PRINCIPAL NOT SO DECLARED TO
BE DUE AND PAYABLE MAY THEREAFTER BE DECLARED TO BE DUE AND PAYABLE), AND
THEREUPON THE PRINCIPAL OF THE LOANS SO DECLARED TO BE DUE AND PAYABLE, TOGETHER
WITH ACCRUED INTEREST THEREON AND ALL FEES AND OTHER OBLIGATIONS OF THE BORROWER
AND THE GUARANTORS ACCRUED HEREUNDER AND UNDER THE NOTES AND THE OTHER LOAN
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF CASH COLLATERAL TO
SECURE THE LC EXPOSURE AS PROVIDED IN SECTION 2.08(J)), SHALL BECOME DUE AND
PAYABLE
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immediately, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration or other notice of any kind, all of which are
hereby waived by the Borrower and each Guarantor; and in case of an Event of
Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the
Commitments shall automatically terminate and the Notes and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
the other obligations of the Borrower and the Guarantors accrued hereunder and
under the Notes and the other Loan Documents (including, without limitation, the
payment of cash collateral to secure the LC Exposure as provided in
Section 2.08(j)), shall automatically become