AFFECTED THEREBY:
(A) AMEND THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO (I)
REDUCE THE INTEREST RATES OR CHANGE THE FORM IN WHICH INTEREST IS PAID; (II)
REDUCE OR WAIVE (X) ANY FEES IN WHICH THE LENDERS SHARE HEREUNDER, OR (Y) THE
REPAYMENT OF ANY OBLIGATIONS DUE THE LENDERS; (III) EXTEND AND SCHEDULED PAYMENT
DATE OR THE MATURITY OF THE OBLIGATIONS; (IV) ALTER OR AMEND (X) SECTION 10.1 OR
THIS SECTION 14.10 OR (Y) THE DEFINITIONS OF APPLICABLE RESERVE, ELIGIBLE
RECEIVABLE, COLLATERAL, APPROVED FUND, BORROWING BASE, EXCLUDED RECEIVABLES,
REVOLVING LINE OF CREDIT, AVAILABILITY, OVERADVANCES, DILUTION RESERVE OR
REQUIRED LENDERS; OR (V) INCREASE THE REVOLVING LINE OF CREDIT OR THE ADVANCE
PERCENTAGES AGAINST ELIGIBLE RECEIVABLES OR ALTER OR AMEND THE AGENT'S CRITERIA
FOR DETERMINING COMPLIANCE
66
WITH SUCH DEFINITIONS OF ELIGIBLE RECEIVABLE IF THE EFFECT THEREOF IS TO
INCREASE AVAILABILITY; OR (B) EXCEPT AS OTHERWISE REQUIRED IN THIS AGREEMENT,
RELEASE ANY COLLATERAL IN EXCESS OF $500,000 DURING ANY YEAR.
SUBJECT TO THE
PROVISIONS OF SECTION 12.2 AND THE PROVISIONS OF THIS SECTION 14.10, IN ALL
OTHER RESPECTS THE AGENT IS AUTHORIZED BY EACH OF THE LENDERS TO TAKE SUCH
ACTIONS OR FAIL TO TAKE SUCH ACTIONS UNDER THIS AGREEMENT IF THE AGENT, IN ITS
REASONABLE DISCRETION, DEEMS SUCH TO BE ADVISABLE AND IN THE BEST INTEREST OF
THE LENDERS.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS
AGREEMENT (INCLUDING THE PROVISIONS OF SECTION 12.2 AND SECTION 14.10 HEREOF)
THE AGENT IS AUTHORIZED TO TAKE SUCH ACTIONS OR FAIL TO TAKE SUCH ACTIONS IN
CONNECTION WITH (A) THE EXERCISE OF (I) ANY AND ALL RIGHTS AND REMEDIES UNDER
THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE EXERCISE OF RIGHTS AND REMEDIES
UNDER SECTION 10.2 OF THIS AGREEMENT) AND (II) ITS DISCRETION IN DETERMINING
COMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS OF ELIGIBLE RECEIVABLES AND
ESTABLISHING RESERVES AGAINST AVAILABILITY IN CONNECTION THEREWITH AND/OR (B)
CURING ANY AMBIGUITY, DEFECT OR INCONSISTENCY IN THE TERMS OF THIS AGREEMENT;
PROVIDED, THAT THE AGENT, IN ITS REASONABLE DISCRETION, DEEMS SUCH TO BE
ADVISABLE AND IN THE BEST INTERESTS OF THE LENDERS.
IN THE EVENT THE AGENT
TERMINATES THIS AGREEMENT PURSUANT TO THE TERMS HEREOF, THE AGENT WILL CEASE
MAKING ANY LOANS OR ADVANCES UPON THE EFFECTIVE DATE OF TERMINATION EXCEPT FOR
ANY LOANS OR ADVANCES WHICH THE AGENT DEEMS, IN ITS SOLE DISCRETION, TO BE
REASONABLY REQUIRED TO MAINTAIN, PROTECT OR REALIZE UPON THE COLLATERAL.
14.11
[RESERVED].
14.12
EACH LENDER AGREES THAT, NOTWITHSTANDING THE PROVISIONS OF SECTION
11 OF THIS AGREEMENT, ANY LENDER MAY TERMINATE THIS AGREEMENT ONLY AS OF THE
COMMITMENT TERMINATION DATE.
WITHIN 30 DAYS AFTER RECEIPT OF ANY SUCH
TERMINATION NOTICE, THE AGENT SHALL, AT ITS OPTION, EITHER (I) GIVE NOTICE OF
TERMINATION TO THE COMPANY HEREUNDER OR (II) PURCHASE, OR ARRANGE FOR THE
PURCHASE OF, THE LENDER'S SHARE OF THE OBLIGATIONS HEREUNDER FOR THE FULL AMOUNT
THEREOF PLUS ACCRUED INTEREST AND FEES THEREON.
TERMINATION OF THIS AGREEMENT
BY ANY OF THE LENDERS AS HEREIN PROVIDED SHALL NOT AFFECT THE LENDERS'
RESPECTIVE RIGHTS AND