SHALL BE NOT OBLIGATED TO MAKE ADVANCES HEREUNDER
AND LENDER MAY SEEK ADEQUATE PROTECTION, STAY RELIEF, RIGHT TO SETOFF OR
RECOUPMENT, AND/OR ANY OTHER RIGHT OR REMEDY DEEMED NECESSARY IN THE SOLE
DISCRETION OF LENDER IN ANY BANKRUPTCY PROCEEDING;
(K)
RECEIVER.
UPON THE APPOINTMENT OF A
RECEIVER, LIQUIDATOR, CUSTODIAN, TRUSTEE OR SIMILAR OFFICIAL OR FIDUCIARY FOR
BORROWERS, OR ANY OF THEM, OR FOR ANY OF ANY SUCH BORROWER'S PROPERTY;
(L)
EXECUTION PROCESS, SEIZURE, ETC.
THE
ISSUANCE OF ANY EXECUTION OR DISTRAINT PROCESS AGAINST ANY BORROWER, OR ANY OF
THEM, OR ANY PROPERTY OF ANY SUCH BORROWER IS SEIZED BY ANY GOVERNMENTAL ENTITY,
FEDERAL, STATE OR LOCAL;
(M)
TERMINATION OF BUSINESS.
IF BORROWERS, OR ANY
OF THEM, CEASE ANY MATERIAL PORTION OF THEIR BUSINESS OPERATIONS AS PRESENTLY
CONDUCTED OR ANY BORROWER FAILS TO GENERALLY MEET ITS DEBTS AS THOSE DEBTS
MATURE;
(N)
PLANS, ETC.
ANY BORROWER OR ERISA AFFILIATE
SHALL (I) ENGAGE IN ANY "PROHIBITED TRANSACTION" AS DEFINED IN ERISA, (II) INCUR
ANY "ACCUMULATED FUNDING DEFICIENCY" AS DEFINED IN ERISA, (III) INCUR ANY
"REPORTABLE EVENT" AS DEFINED IN ERISA, (IV) AN EVENT OR CONDITION WHICH
CONSTITUTES GROUNDS UNDER SECTION 4042 OF ERISA FOR THE TERMINATION OF, OR THE
APPOINTMENT OF A TRUSTEE TO ADMINISTER, ANY PLAN OR MULTIEMPLOYER PLAN,
(V) BECOME SUBJECT TO THE ASSERTION OF A MATERIAL CLAIM (OTHER THAN ROUTINE
CLAIMS FOR BENEFITS) AGAINST ANY "PLAN" (AS DEFINED IN ERISA) OR AGAINST ANY
BORROWER OR ERISA AFFILIATE IN CONNECTION WITH ANY SUCH PLAN, (VI) RECEIVE FROM
THE INTERNAL REVENUE SERVICE NOTICE OF THE FAILURE OF ANY "PLAN" (AS DEFINED IN
ERISA) INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE TO QUALIFY
UNDER SUCH SECTION OR (VII) THE IMPOSITION OF ANY LIABILITY UNDER TITLE IV OF
ERISA, OTHER THAN FOR PBGC PREMIUMS DUE BUT NOT DELINQUENT UNDER SECTION 4007 OF
ERISA, UPON ANY BORROWER OR ERISA AFFILIATE, AND WITH RESPECT TO THIS
SECTION 8.01(N), SUCH EVENT OR CONDITION EITHER (I) REMAINS UNCURED FOR A PERIOD
OF THIRTY (30) DAYS FROM DATE OF OCCURRENCE OR (II) COULD, IN LENDER'S
REASONABLE BUSINESS JUDGMENT, SUBJECT ANY BORROWER TO ANY TAX, PENALTY OR OTHER
LIABILITY HAVING A MATERIAL ADVERSE EFFECT;
(O)
INVESTIGATIONS.
ANY INDICATION OR EVIDENCE
RECEIVED BY LENDER THAT REASONABLY LEADS IT TO BELIEVE BORROWERS, OR ANY OF
THEM, MAY HAVE DIRECTLY OR INDIRECTLY BEEN ENGAGED IN ANY TYPE OF ACTIVITY WHICH
WOULD
31
BE REASONABLY LIKELY TO RESULT IN THE FORFEITURE OF ANY PROPERTY OF BORROWERS,
OR ANY OF THEM, TO ANY GOVERNMENTAL ENTITY, FEDERAL, STATE OR LOCAL;
(P)
MATERIAL ADVERSE EVENTS.
(I)
LENDER REASONABLY DETERMINES THAT AN
EVENT WHICH ADVERSELY AFFECTS THE COLLECTIBILITY OF A MATERIAL PORTION OF THE
ACCOUNTS HAS OCCURRED; AND
(II)
A MATERIAL ADVERSE EFFECT HAS OCCURRED;
(Q)
LOCKBOX INSTRUCTIONS.
ANY INSTRUCTION OR
AGREEMENT REGARDING THE COMMERCIAL LOCKBOX OR THE GOVERNMENT LOCKBOX OR THE BANK
ACCOUNTS RELATED THERETO, INCLUDING THE DEPOSITORY AGREEMENTS AND ANY STANDING
TRANSFER INSTRUCTIONS, IS AMENDED OR TERMINATED WITHOUT THE WRITTEN CONSENT OF
LENDER, OR IF ANY BORROWER FAILS, WITHIN ONE (1)