SHALL CEASE TO BE ENFORCEABLE AND OF THE SAME EFFECT AND PRIORITY PURPORTED TO
BE CREATED THEREBY; OR
(J)
THE GUARANTEE CONTAINED IN SECTION 2 OF THE GUARANTEE AND
COLLATERAL AGREEMENT SHALL CEASE, FOR ANY REASON, TO BE IN FULL FORCE AND EFFECT
OR ANY LOAN PARTY SHALL SO ASSERT; OR
51
(K)
(I)
ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE USED IN
SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT")), SHALL BECOME, OR OBTAIN RIGHTS (WHETHER BY MEANS OR WARRANTS,
OPTIONS OR OTHERWISE) TO BECOME, THE "BENEFICIAL OWNER" (AS DEFINED IN RULES
13(D)-3 AND 13(D)-5 UNDER THE EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF MORE
THAN 30% OF THE OUTSTANDING COMMON STOCK OF THE BORROWER; (II) THE BOARD OF
DIRECTORS OF THE BORROWER SHALL CEASE TO CONSIST OF A MAJORITY OF CONTINUING
DIRECTORS; (III) THE BORROWER SHALL CEASE TO OWN AND CONTROL, OF RECORD AND
BENEFICIALLY, DIRECTLY OR INDIRECTLY, 100% OF EACH CLASS OF OUTSTANDING CAPITAL
STOCK OF D56, INC. FREE AND CLEAR OF ALL LIENS (EXCEPT LIENS CREATED BY THE
COLLATERAL DOCUMENTS).
ARTICLE IX
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
9.1
ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.
(A)
IF A DEFAULT DESCRIBED IN SECTION 8(F) OCCURS WITH RESPECT TO THE
BORROWER, THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS HEREUNDER AND THE
OBLIGATION AND POWER OF THE LC ISSUER TO ISSUE FACILITY LCS SHALL AUTOMATICALLY
TERMINATE AND THE OBLIGATIONS SHALL IMMEDIATELY BECOME DUE AND PAYABLE WITHOUT
ANY ELECTION OR ACTION ON THE PART OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR
ANY LENDER AND THE BORROWER WILL BE AND BECOME THEREBY UNCONDITIONALLY
OBLIGATED, WITHOUT ANY FURTHER NOTICE, ACT OR DEMAND, TO PAY TO THE
ADMINISTRATIVE AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS, WHICH FUNDS SHALL
BE HELD IN THE FACILITY LC COLLATERAL ACCOUNT, EQUAL TO THE DIFFERENCE OF (X)
THE AMOUNT OF LC OBLIGATIONS AT SUCH TIME, LESS (Y) THE AMOUNT ON DEPOSIT IN THE
FACILITY LC COLLATERAL ACCOUNT AT SUCH TIME WHICH IS FREE AND CLEAR OF ALL
RIGHTS AND CLAIMS OF THIRD PARTIES AND HAS NOT BEEN APPLIED AGAINST THE
OBLIGATIONS (SUCH DIFFERENCE, THE "COLLATERAL SHORTFALL AMOUNT").
IF ANY OTHER
DEFAULT OCCURS, THE REQUIRED LENDERS (OR THE ADMINISTRATIVE AGENT WITH THE
CONSENT OF THE REQUIRED LENDERS) MAY (I) TERMINATE OR SUSPEND THE OBLIGATIONS OF
THE LENDERS TO MAKE LOANS HEREUNDER AND THE OBLIGATION AND POWER OF THE LC
ISSUER TO ISSUE FACILITY LCS, OR DECLARE THE OBLIGATIONS TO BE DUE AND PAYABLE,
OR BOTH, WHEREUPON THE OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE,
WITHOUT PRESENTMENT, DEMAND, PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH THE
BORROWER HEREBY EXPRESSLY WAIVES, AND (II) UPON NOTICE TO THE BORROWER AND IN
ADDITION TO THE CONTINUING RIGHT TO DEMAND PAYMENT OF ALL AMOUNTS PAYABLE UNDER
THIS AGREEMENT, MAKE DEMAND ON THE BORROWER TO PAY, AND THE BORROWER WILL,
FORTHWITH UPON SUCH DEMAND AND WITHOUT ANY FURTHER NOTICE OR ACT, PAY TO THE
ADMINISTRATIVE AGENT THE COLLATERAL SHORTFALL AMOUNT, WHICH FUNDS SHALL BE