DULY EXECUTED IN BLANK
(OR THE EQUIVALENT THEREOF IN THE CASE OF A LIMITED LIABILITY COMPANY IN WHICH
SUCH INTERESTS ARE CERTIFICATED, OR OTHERWISE TAKE SUCH ACTIONS AS AGENT SHALL
REQUIRE WITH RESPECT TO AGENT'S SECURITY INTERESTS THEREIN).
(III)
IN THE CASE OF AN ACQUISITION OF ASSETS (OTHER THAN
CAPITAL STOCK) BY A BORROWER OR GUARANTOR AFTER THE DATE HEREOF, AGENT SHALL
HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, (I) EVIDENCE THAT
AGENT HAS VALID AND PERFECTED SECURITY INTERESTS IN AND LIENS UPON ALL PURCHASED
ASSETS TO THE EXTENT SUCH ASSETS CONSTITUTE COLLATERAL HEREUNDER, (II) ALL
COLLATERAL ACCESS AGREEMENTS AND OTHER CONSENTS, WAIVERS, ACKNOWLEDGMENTS AND
OTHER AGREEMENTS FROM THIRD PERSONS WHICH AGENT MAY DEEM NECESSARY OR DESIRABLE
IN ORDER TO PERMIT, PROTECT AND PERFECT ITS SECURITY INTERESTS IN AND LIENS UPON
THE ASSETS PURCHASED, (III) THE AGREEMENT OF THE SELLER CONSENTING TO THE
COLLATERAL ASSIGNMENT BY THE BORROWER OR GUARANTOR PURCHASING SUCH ASSETS OF ALL
RIGHTS AND REMEDIES AND CLAIMS FOR DAMAGES OF SUCH BORROWER OR GUARANTOR
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY BULK SALES
INDEMNIFICATION) UNDER THE AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING TO
SUCH ACQUISITION AND (IV) SUCH OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS AS
AGENT MAY REQUIRE IN CONNECTION WITH THE DOCUMENTS REFERRED TO ABOVE, INCLUDING,
BUT NOT LIMITED TO, SUPPLEMENTS AND AMENDMENTS HERETO, CORPORATE RESOLUTIONS AND
OTHER ORGANIZATION AND AUTHORIZING DOCUMENTS AND FAVORABLE OPINIONS OF COUNSEL
TO SUCH PERSON.
(B)
AT THE REQUEST OF AGENT AT ANY TIME AND FROM TIME TO TIME,
BORROWERS AND GUARANTORS SHALL, AT THEIR EXPENSE, DULY EXECUTE AND DELIVER, OR
CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER AGREEMENTS, DOCUMENTS AND
INSTRUMENTS, AND DO OR CAUSE TO BE DONE SUCH FURTHER ACTS AS MAY BE NECESSARY OR
PROPER TO EVIDENCE, PERFECT, MAINTAIN AND ENFORCE THE SECURITY INTERESTS AND THE
PRIORITY THEREOF IN THE COLLATERAL AND TO OTHERWISE EFFECTUATE THE PROVISIONS OR
PURPOSES OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS.
AGENT MAY
AT ANY TIME AND FROM TIME TO TIME REQUEST A CERTIFICATE FROM AN OFFICER OF ANY
BORROWER OR GUARANTOR REPRESENTING THAT ALL CONDITIONS PRECEDENT TO THE MAKING
OF LOANS AND PROVIDING LETTERS OF CREDIT CONTAINED HEREIN ARE SATISFIED.
IN THE
EVENT OF SUCH REQUEST BY AGENT, AGENT AND LENDERS MAY, AT AGENT'S OPTION, CEASE
TO MAKE ANY FURTHER LOANS OR PROVIDE ANY FURTHER LETTERS OF CREDIT UNTIL AGENT
HAS RECEIVED SUCH CERTIFICATE AND, IN ADDITION, AGENT HAS DETERMINED THAT SUCH
CONDITIONS ARE SATISFIED.
SECTION 10.
EVENTS OF DEFAULT AND REMEDIES
10.1
EVENTS OF DEFAULT.
THE OCCURRENCE OR EXISTENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS ARE REFERRED TO HEREIN INDIVIDUALLY AS AN "EVENT OF DEFAULT",
AND COLLECTIVELY AS "EVENTS OF DEFAULT":
(A)
(I) ANY BORROWER FAILS TO PAY ANY OF THE OBLIGATIONS WHEN
DUE OR (II) ANY BORROWER OR GUARANTOR FAILS TO PERFORM ANY OF THE COVENANTS
CONTAINED IN SECTIONS 9.3, 9.4, 9.6, 9.13, 9.14, 9.15, AND 9.16 OF THIS
AGREEMENT AND SUCH FAILURE SHALL CONTINUE FOR FIFTEEN (15) DAYS; PROVIDED, THAT,