TO BE VALID, BINDING AND ENFORCEABLE WITH
RESPECT TO ANY PARTY HERETO OR THERETO (OTHER THAN AGENT) IN ACCORDANCE WITH ITS
TERMS, OR ANY SUCH PARTY SHALL CHALLENGE THE ENFORCEABILITY HEREOF OR THEREOF,
OR SHALL ASSERT IN WRITING, OR TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION BASED
ON THE ASSERTION THAT ANY PROVISION HEREOF OR OF ANY OF THE OTHER FINANCING
AGREEMENTS HAS CEASED TO BE OR IS OTHERWISE NOT VALID, BINDING OR ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, OR ANY SECURITY INTEREST PROVIDED FOR HEREIN OR IN
ANY OF THE OTHER FINANCING AGREEMENTS SHALL CEASE TO BE A VALID AND PERFECTED
FIRST PRIORITY SECURITY INTEREST IN ANY OF THE COLLATERAL PURPORTED TO BE
SUBJECT THERETO (EXCEPT AS OTHERWISE PERMITTED HEREIN OR THEREIN);
(L)
AN ERISA EVENT SHALL OCCUR WHICH RESULTS IN OR COULD REASONABLY
BE EXPECTED TO RESULT IN LIABILITY OF ANY BORROWER OR GUARANTOR IN AN AMOUNT
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(M)
ANY CHANGE OF CONTROL;
(N)
THE INDICTMENT BY ANY GOVERNMENTAL AUTHORITY, OR AS AGENT MAY
REASONABLY AND IN GOOD FAITH DETERMINE, THE THREATENED INDICTMENT BY ANY
GOVERNMENTAL AUTHORITY OF ANY BORROWER OR ANY OBLIGOR OF WHICH SUCH BORROWER,
SUCH OBLIGOR OR AGENT RECEIVES NOTICE, IN EITHER CASE, AS TO WHICH THERE IS A
REASONABLE POSSIBILITY OF AN ADVERSE DETERMINATION, IN THE GOOD FAITH
DETERMINATION OF AGENT, UNDER ANY CRIMINAL STATUTE, OR COMMENCEMENT OR
THREATENED COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDINGS AGAINST ANY BORROWER OR
ANY OBLIGOR, PURSUANT TO WHICH STATUTE OR PROCEEDINGS THE PENALTIES OR REMEDIES
SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF (I) ANY OF THE COLLATERAL HAVING A
VALUE IN EXCESS OF $2,500,000 OR (II) ANY OTHER PROPERTY OF ANY BORROWER OR
GUARANTOR WHICH IS NECESSARY OR MATERIAL TO THE CONDUCT OF ITS BUSINESS, AND
WHICH INDICTMENT OR PROCEEDING, IN THE AGENT'S REASONABLE JUDGMENT, HAS HAD, OR
COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT; OR
(O)
ANY EVENT OCCURS THAT GIVES RISE TO AN ACTUAL TERMINATION OF THE
LOGISTICS AND OTHER INVENTORY HANDLING SERVICES BEING PROVIDED PURSUANT TO THE
TRANSITION SERVICES AGREEMENT AS OF THE DATE HEREOF AND SUCH SERVICES HAVE NOT
BEEN ADEQUATELY REPLACED BY ANOTHER SERVICE PROVIDER OR ASSUMED BY A BORROWER OR
AN OBLIGOR.
10.2
REMEDIES.
(A)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, AGENT AND LENDERS SHALL HAVE ALL RIGHTS AND REMEDIES PROVIDED IN
THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS, THE UCC AND OTHER APPLICABLE
LAW, ALL OF WHICH RIGHTS AND REMEDIES MAY BE EXERCISED WITHOUT NOTICE TO OR
CONSENT BY ANY BORROWER OR ANY OBLIGOR, EXCEPT AS SUCH NOTICE OR CONSENT IS
EXPRESSLY PROVIDED FOR HEREUNDER OR REQUIRED BY APPLICABLE LAW. ALL RIGHTS,
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remedies and powers granted to Agent and Lenders hereunder, under any of the
other Financing Agreements, the UCC or other applicable law, are cumulative, not
exclusive and enforceable, in Agent's discretion, alternatively, successively,
or concurrently on any one or more occasions, and shall include, without
limitation,