PAYMENT OF MONEY IN EXCESS OF
$25,000,000 SHALL BE RENDERED AGAINST THE BORROWER OR ANY SIGNIFICANT SUBSIDIARY
AND SUCH JUDGMENT OR ORDER SHALL CONTINUE UNSATISFIED AND UNSTAYED FOR A PERIOD
OF 30 DAYS; OR
(K)
(I) ANY PERSON OR GROUP OF PERSONS (WITHIN THE MEANING OF SECTION
13 OR 14 OF THE EXCHANGE ACT) OTHER THAN A MEMBER OF THE SMITH FAMILY GROUP
SHALL HAVE ACQUIRED BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 OF
THE EXCHANGE ACT) OF MORE VOTING STOCK OR TOTAL EQUITY CAPITAL OF THE BORROWER
THAN THAT BENEFICIALLY OWNED BY THE SMITH FAMILY GROUP, IF SUCH PERSON OR GROUP
OF PERSONS IS ALSO THE BENEFICIAL OWNER (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE EXCHANGE ACT) OF AT LEAST 30% OF EITHER THE VOTING STOCK
OR TOTAL EQUITY CAPITAL OF THE BORROWER OR (II) MORE THAN HALF OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF THE BORROWER SHALL BE PERSONS WHO ARE NOT CONTINUING
DIRECTORS;
then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Borrower terminate the Commitments and
they shall thereupon terminate, and (ii) if requested by Lenders holding more
than 50% in aggregate principal amount of the Loans, by notice to the Borrower
declare the Loans (together with accrued interest thereon) to be, and the Loans
shall thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (g) or (h) above with respect to the Borrower, without any notice to the
Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.
SECTION 6.02.
NOTICE OF DEFAULT.
THE ADMINISTRATIVE AGENT SHALL GIVE
NOTICE TO THE BORROWER UNDER SECTION 6.01(C) OR (D) PROMPTLY UPON BEING
REQUESTED TO DO SO BY ANY LENDER AND SHALL THEREUPON NOTIFY ALL THE LENDERS
THEREOF.
SECTION 6.03.
CASH COVER.
THE BORROWER AGREES, IN ADDITION TO THE
PROVISIONS OF SECTION 6.01 HEREOF, THAT UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, IT SHALL, IF REQUESTED BY THE
ADMINISTRATIVE AGENT UPON THE INSTRUCTION OF LENDERS HAVING MORE THAN 50% OF THE
LETTER OF CREDIT LIABILITIES, PAY TO THE ADMINISTRATIVE AGENT AN AMOUNT IN
IMMEDIATELY AVAILABLE FUNDS (WHICH FUNDS SHALL BE HELD AS COLLATERAL PURSUANT TO
ARRANGEMENTS SATISFACTORY TO THE ADMINISTRATIVE AGENT) EQUAL TO THE AGGREGATE
AMOUNT AVAILABLE FOR DRAWING UNDER ALL LETTERS OF CREDIT OUTSTANDING AT SUCH
TIME; PROVIDED THAT, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED IN
SECTION 6.01(G) OR 6.01(H) WITH RESPECT TO THE BORROWER, THE BORROWER SHALL PAY
SUCH AMOUNT FORTHWITH WITHOUT ANY NOTICE OR DEMAND OR ANY OTHER ACT