ORDER FROM CONDUCTING ALL OR ANY MATERIAL PART OF ITS
BUSINESS AFFAIRS; OR A PETITION UNDER ANY SECTION OR CHAPTER OF THE BANKRUPTCY
CODE OR ANY SIMILAR LAW OR REGULATION IS FILED AGAINST ANY ENTITY COMPRISING THE
BORROWER GROUP OR A SUBSIDIARY FOR ITS DISSOLUTION OR LIQUIDATION;
(I)
A NOTICE OF LIEN, LEVY OR ASSESSMENT IS FILED OF RECORD WITH
RESPECT TO ALL OR ANY OF BORROWER GROUP'S OR ANY SUBSIDIARY'S ASSETS BY THE
UNITED STATES GOVERNMENT, OR ANY DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF,
OR BY ANY STATE, COUNTY, MUNICIPAL OR OTHER GOVERNMENTAL AGENCY, INCLUDING
WITHOUT LIMITATION, THE PENSION BENEFIT GUARANTY CORPORATION, OR IF ANY TAXES OR
DEBTS OWING AT ANY TIME OR TIMES HEREAFTER TO ANY ONE OF THESE BECOMES A LIEN
UPON ANY OF THE BORROWER GROUP'S, GUARANTOR'S OR ANY SUBSIDIARY'S ASSETS;
(J)
ANY ENTITY COMPRISING THE BORROWER GROUP OR A SUBSIDIARY
BECOMES INSOLVENT OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY
MATURE; OR
(K)
ANY PLAN SHALL BE TERMINATED WITHIN THE MEANING OF TITLE IV OF
ERISA, OR A TRUSTEE SHALL BE APPOINTED BY AN APPROPRIATE UNITED STATES DISTRICT
COURT TO ADMINISTER ANY PLAN OR THE PENSION BENEFIT GUARANTY CORPORATION (OR ANY
SUCCESSOR THERETO) SHALL INSTITUTE PROCEEDINGS TO TERMINATE ANY PLAN OR TO
APPOINT A TRUSTEE TO ADMINISTER ANY PLAN, WHICH PROCEEDINGS ARE NOT DISMISSED OR
WITHDRAWN WITHIN THIRTY (30) DAYS THEREAFTER, IF, AS OF THE DATE OF SUCH
TERMINATION, WITHDRAWAL, APPOINTMENT OR INSTITUTION OF PROCEEDINGS, THE
LIABILITY (AFTER GIVING EFFECT TO THE TAX CONSEQUENCES THEREOF) OF BORROWER
GROUP OR ANY SUBSIDIARY TO THE PENSION BENEFIT GUARANTY CORPORATION (OR ANY
SUCCESSOR THERETO) FOR UNFUNDED GUARANTEED VESTED BENEFITS UNDER THE PLAN
EXCEEDS THE CURRENT VALUE OF ASSETS ACCUMULATED IN SUCH PLAN BY MORE THAN
$100,000.00 (OR, IN THE CASE OF A TERMINATION INVOLVING BORROWER GROUP OR ANY
SUBSIDIARY AS A "SUBSTANTIAL EMPLOYER" (AS DEFINED IN SECTION 4001(A)(2) OF
ERISA), THE WITHDRAWING EMPLOYER'S PROPORTIONATE SHARE OF SUCH EXCESS SHALL
EXCEED SUCH AMOUNT).
29
10.2
Acceleration of Indebtedness.Upon the occurrence of an Event of
Default, all of the Indebtedness may, at the option of Lender and without
demand, notice or legal process of any kind, be declared, and immediately shall
become, due and payable.
10.3
Remedies. Upon and after an Event of Default, Lender shall have
the following rights and remedies:
(A)
IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES CONTAINED IN
THIS AGREEMENT AND IN ALL OF THE OTHER AGREEMENTS, ALL OF THE RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE CODE OR OTHER APPLICABLE LAW, ALL OF WHICH
RIGHTS AND REMEDIES SHALL BE CUMULATIVE AND NON-EXCLUSIVE, TO THE EXTENT
PERMITTED BY LAW;
(B)
THE RIGHT TO OPEN BORROWER GROUP'S MAIL AND COLLECT ANY AND
ALL AMOUNTS DUE BORROWER GROUP FROM ACCOUNT DEBTORS;
(C)
THE RIGHT TO (I) ENTER UPON THE PREMISES OF BORROWER GROUP,
WITHOUT ANY OBLIGATION TO PAY RENT TO BORROWER GROUP, THROUGH SELF-HELP AND
WITHOUT JUDICIAL PROCESS, WITHOUT FIRST OBTAINING A FINAL JUDGMENT OR GIVING
BORROWER GROUP NOTICE AND OPPORTUNITY