TO ANY PENSION
PLAN UNDER SECTION 412(M) OF THE IRC, WHICH THE LENDER DETERMINES IN GOOD FAITH
MAY BY ITSELF, OR IN COMBINATION WITH ANY SUCH FAILURES THAT THE LENDER MAY
DETERMINE ARE LIKELY TO OCCUR IN THE FUTURE, RESULT IN
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THE IMPOSITION OF A LIEN ON THE BORROWER'S ASSETS IN FAVOR OF THE PENSION PLAN;
OR ANY WITHDRAWAL, PARTIAL WITHDRAWAL, REORGANIZATION OR OTHER EVENT OCCURS WITH
RESPECT TO A MULTIEMPLOYER PLAN WHICH RESULTS OR COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL LIABILITY OF THE BORROWER TO THE MULTIEMPLOYER PLAN UNDER
TITLE IV OF ERISA.
(K)
AN EVENT OF DEFAULT SHALL OCCUR UNDER ANY SECURITY OR OTHER LOAN
DOCUMENT;
(L)
THE BORROWER SHALL LIQUIDATE, DISSOLVE, TERMINATE OR SUSPEND ITS
BUSINESS OPERATIONS OR OTHERWISE FAIL TO OPERATE ITS BUSINESS IN THE ORDINARY
COURSE, OR SELL OR ATTEMPT TO SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS,
WITHOUT THE LENDER'S PRIOR WRITTEN CONSENT;
(M)
DEFAULT IN THE PAYMENT OF ANY AMOUNT OWED BY THE BORROWER TO THE
LENDER OTHER THAN ANY INDEBTEDNESS ARISING HEREUNDER;
(N)
ANY GUARANTOR OR PERSON SIGNING A SUPPORT AGREEMENT IN FAVOR OF
THE LENDER SHALL REPUDIATE, PURPORT TO REVOKE OR FAIL TO PERFORM HIS OBLIGATIONS
UNDER HIS GUARANTY OR SUPPORT AGREEMENT IN FAVOR OF THE LENDER, ANY INDIVIDUAL
GUARANTOR SHALL DIE OR ANY OTHER GUARANTOR SHALL CEASE TO EXIST;
(O)
THE BORROWER SHALL TAKE OR PARTICIPATE IN ANY ACTION WHICH WOULD
BE PROHIBITED UNDER OR VIOLATE THE PROVISIONS OF THE INTERCREDITOR AGREEMENT,
ANY SUBORDINATION AGREEMENT OR MAKE ANY PAYMENT ON THE SUBORDINATED INDEBTEDNESS
(AS DEFINED IN THE SUBORDINATION AGREEMENT) THAT ANY PERSON WAS NOT ENTITLED TO
RECEIVE UNDER THE PROVISIONS OF THE SUBORDINATION AGREEMENT;
(P)
ANY EVENT OR CIRCUMSTANCE WITH RESPECT TO THE BORROWER SHALL OCCUR
SUCH THAT THE LENDER SHALL BELIEVE IN GOOD FAITH THAT THE PROSPECT OF PAYMENT OF
ALL OR ANY PART OF THE OBLIGATIONS OR THE PERFORMANCE BY THE BORROWER UNDER THE
LOAN DOCUMENTS IS IMPAIRED OR ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS OR
FINANCIAL CONDITION OF THE BORROWER SHALL OCCUR; OR
(Q)
ANY BREACH, DEFAULT OR EVENT OF DEFAULT BY OR ATTRIBUTABLE TO ANY
AFFILIATE UNDER ANY AGREEMENT BETWEEN SUCH AFFILIATE AND THE LENDER SHALL OCCUR.
Section 7.2
Rights and Remedies. During any Default Period, the
Lender may exercise any or all of the following rights and remedies:
(A)
THE LENDER MAY, BY NOTICE TO THE BORROWER, DECLARE THE COMMITMENT
TO BE TERMINATED, WHEREUPON THE SAME SHALL FORTHWITH TERMINATE;
(B)
THE LENDER MAY, BY NOTICE TO THE BORROWER, DECLARE THE OBLIGATIONS
TO BE FORTHWITH DUE AND PAYABLE, WHEREUPON ALL OBLIGATIONS SHALL BECOME AND BE
FORTHWITH DUE AND PAYABLE, WITHOUT PRESENTMENT, NOTICE OF DISHONOR, PROTEST OR
FURTHER NOTICE OF ANY KIND, ALL OF WHICH THE BORROWER HEREBY EXPRESSLY WAIVES;
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(C)
THE LENDER MAY, WITHOUT NOTICE TO THE BORROWER AND WITHOUT FURTHER
ACTION, APPLY ANY AND ALL MONEY OWING BY THE LENDER TO THE BORROWER TO THE
PAYMENT OF THE OBLIGATIONS;
(D)
THE LENDER MAY EXERCISE AND ENFORCE