LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ACCORDANCE
WITH THE TERMS THEREOF.
E.
IT IS SPECIFICALLY ACKNOWLEDGED AND
AGREED THAT THE LENDER SHALL HAVE THE RIGHT, AT ANY TIME AND FOR ANY REASON, TO
REFUSE TO MAKE ANY DISCRETIONARY ADVANCES TO THE BORROWER REGARDLESS OF WHETHER
OR NOT (I) THE BORROWER IS IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) A DEFAULT OR AN
(1) BY WAY OF EXAMPLE, AND FOR THE AVOIDANCE OF DOUBT, IF THE OUTSTANDING
PRINCIPAL BALANCE OF THE TERM LOAN IS FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000.00) AND THE BORROWER PREPAYS THE TERM LOAN SUCH THAT THE
OUTSTANDING PRINCIPAL BALANCE THEREOF IS THEN TEN MILLION AND 00/100 DOLLARS
($10,000,000.00), THE BORROWER ACKNOWLEDGES THAT IT
MAY BE REQUIRED TO CONTINUE
TO MAKE PAYMENTS UNDER A HEDGE OR SWAP AGREEMENT AS IF THE OUTSTANDING PRINCIPAL
BALANCE OF THE TERM LOAN WAS STILL FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000.00).
8
EVENT OF DEFAULT HAS OCCURRED, OR (III) THE DISCRETIONARY ADVANCES WILL NOT
EXCEED THE ALLOWED AMOUNT OF ADVANCES.
11.
LETTERS OF CREDIT.
NOTWITHSTANDING ANYTHING
IN ANY LETTER OF CREDIT, LETTER OF CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT
TO THE CONTRARY, FROM AND AFTER THE DATE OF EXECUTION OF THIS SIXTH AMENDMENT,
THE BORROWER AND THE LENDER AGREE THAT (I) THE EXPIRY DATE(S) OF ANY OUTSTANDING
LETTER(S) OF CREDIT WILL NOT BE EXTENDED BEYOND THE ORIGINAL EXPIRY DATE(S) SET
FORTH IN SUCH LETTER(S) OF CREDIT (OR IF SUCH ORIGINAL EXPIRY DATE WAS EXTENDED
PRIOR TO THE DATE HEREOF, THEN BEYOND ANY SUCH EXTENDED EXPIRY DATE), AND
(II) SHALL NOT ISSUE ANY ADDITIONAL LETTER(S) OF CREDIT TO THE BORROWER UNLESS
THE BORROWER PROVIDES THE LENDER WITH CASH COLLATERAL FOR SUCH LETTER(S) OF
CREDIT IN AN AMOUNT EQUAL TO ONE HUNDRED TWO PERCENT (102.0%) OF THE FACE
AMOUNT(S) OF SUCH LETTER(S) OF CREDIT.
12.
ADDITIONAL CASH COLLATERAL.
IN ADDITION TO
ANY OTHER COLLATERAL, THE BORROWER SHALL, AS ADDITIONAL SECURITY FOR THE
OBLIGATIONS:
A.
CONTEMPORANEOUSLY WITH THE EXECUTION
AND DELIVERY OF THIS SIXTH AMENDMENT, EXECUTE AND DELIVER TO THE LENDER THE
AMENDMENT TO PLEDGE AGREEMENT, WHICH, AMONG OTHER THINGS, SHALL AMEND THAT
CERTAIN PLEDGE AGREEMENT DATED MARCH 16, 2009 BY AND BETWEEN THE BORROWER AND
THE LENDER TO INCLUDE ALL OBLIGATIONS WITHIN THE DEFINITION OF "INDEBTEDNESS"
SET FORTH THEREIN.
B.
WITHIN THREE (3) BUSINESS DAYS FOLLOWING
THE BORROWER'S RECEIPT OF SUBSTANTIALLY ALL OF THE AMOUNTS CURRENTLY DUE AND
OUTSTANDING AS OF THE DATE OF THIS SIXTH AMENDMENT FROM THE STATE OF CALIFORNIA
IN CONNECTION WITH ACCOUNTS RELATED TO (I) THE CALIFORNIA HIGHWAY PATROL, AND
(II) THE CALIFORNIA DEPARTMENT OF TRANSPORTATION, BUT IN NO EVENT LATER THAN
JUNE 15, 2010, DELIVER TO THE LENDER, IN GOOD AND COLLECTED FUNDS, THE SUM OF
ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) (THE "A/R CASH PLEDGE"), TO BE
DEPOSITED AS ADDITIONAL CASH COLLATERAL IN THE ACCOUNT PLEDGED TO THE LENDER
PURSUANT TO THE PLEDGE AGREEMENT (THE "PLEDGED ACCOUNT") AND HELD BY THE LENDER
(ALONG WITH