THEN THE AGENT MAY, UNLESS DIRECTED TO THE CONTRARY BY THE REQUIRED LENDERS IN
WRITING ACTUALLY RECEIVED BY THE AGENT PRIOR TO THE AGENT DOING SO (AND, IF
DIRECTED BY THE REQUIRED LENDERS, SHALL), DO ANY OR ALL OF THE FOLLOWING:
(1) WITHOUT NOTICE TO THE COMPANY OR ANY OTHER PERSON, DECLARE THE LOANS AND THE
NOTES THEN OUTSTANDING TO BE, AND THEREUPON THE LOANS AND THE NOTES SHALL
FORTHWITH BECOME, IMMEDIATELY DUE AND
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PAYABLE, TOGETHER WITH ALL ACCRUED INTEREST THEREON, THE COMMITMENT FEES AND ALL
OTHER AMOUNTS THEN PAYABLE HEREUNDER, WITHOUT NOTICE OF ANY KIND, NOTICE OF
ACCELERATION OR OF INTENTION TO ACCELERATE, PRESENTMENT AND DEMAND OR PROTEST,
OR OTHER NOTICE OF ANY KIND ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE
COMPANY; (2) WITHOUT NOTICE TO THE COMPANY, TERMINATE THE COMMITMENTS AND
THEREUPON EACH ISSUER AND ALL OF THE LENDERS SHALL BE RELIEVED OF ANY OBLIGATION
TO ISSUE ANY ADDITIONAL LETTERS OF CREDIT OR MAKE ANY ADDITIONAL LOANS; (3) BY
NOTICE IN WRITING TO THE COMPANY, ACCELERATE THE MATURITY DATE TO A DATE AS
EARLY AS THE DATE OF THE NOTICE, (4) DEMAND THAT THE COMPANY AND THE GUARANTORS
PROVIDE THE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, AND THE COMPANY AND
THE GUARANTORS JOINTLY AND SEVERALLY AGREE UPON SUCH DEMAND TO, PROVIDE CASH
COLLATERAL IN AN AMOUNT EQUAL TO THE AGGREGATE LETTER OF CREDIT EXPOSURE AMOUNT
THEN OUTSTANDING, ON TERMS AND PURSUANT TO DOCUMENTS AND AGREEMENTS SATISFACTORY
IN ALL RESPECTS TO THE AGENT, AND (5) EXERCISE ANY AND ALL OTHER RIGHTS PURSUANT
TO THE LOAN DOCUMENTS:
(A)
THE COMPANY SHALL FAIL TO PAY OR PREPAY ANY PRINCIPAL OF OR
INTEREST OF ANY LOAN, THE COMMITMENT FEES OR ANY OTHER OBLIGATION HEREUNDER OR
UNDER ANY APPLICATIONS AS AND WHEN DUE AND, SOLELY IN RESPECT OF INTEREST, FEES
AND OBLIGATIONS OTHER THAN PRINCIPAL, SUCH FAILURE REMAINS UNCURED AFTER THREE
(3) BUSINESS DAYS, IN THE CASE OF INTEREST, AND FIVE (5) BUSINESS DAYS, IN THE
CASE OF FEES AND SUCH OTHER OBLIGATIONS, IN EACH CASE FROM SUCH DUE DATE; OR
(B)
THE COMPANY OR ANY OF ITS SUBSIDIARIES (I) SHALL FAIL TO PAY AT
MATURITY, OR WITHIN ANY APPLICABLE PERIOD OF GRACE, ANY PRINCIPAL OF OR INTEREST
ON ANY OTHER BORROWED MONEY OBLIGATION IN EXCESS OF $20,000,000 IN PRINCIPAL
AMOUNT (UNLESS SUCH PAYMENT IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND ADEQUATE RESERVES HAVE BEEN PROVIDED THEREFOR), (II) SHALL
OTHERWISE BE IN DEFAULT UNDER THE PROVISIONS OF ANY INSTRUMENT OR DOCUMENT
EVIDENCING, SECURING OR GUARANTEEING ANY OTHER BORROWED MONEY OBLIGATION OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, IN RESPECT OF
THE TERM LOAN FACILITY, IN EXCESS OF $20,000,000 IN PRINCIPAL AMOUNT IF SUCH
DEFAULT CONTINUES BEYOND ANY APPLICABLE GRACE OR CURATIVE PERIOD, IF ANY, AND
SUCH DEFAULT WOULD ENTITLE THE HOLDER OF SUCH BORROWED MONEY OBLIGATION TO
DECLARE SUCH OBLIGATION TO BE DUE PRIOR TO ITS STATED MATURITY, OR (III) IS IN
DEFAULT UNDER OR IN VIOLATION OF ANY LEGAL