TO COMPLY WITH ANY OF THE MATERIAL TERMS OF
ANY DEPOSIT ACCOUNT CONTROL AGREEMENT TO WHICH SUCH BANK IS A PARTY OR ANY
SECURITIES INTERMEDIARY, COMMODITY INTERMEDIARY OR OTHER FINANCIAL INSTITUTION
AT ANY TIME IN CUSTODY, CONTROL OR POSSESSION OF ANY INVESTMENT PROPERTY OF
BORROWER OR GUARANTOR SHALL FAIL TO COMPLY WITH ANY OF THE MATERIAL TERMS OF ANY
INVESTMENT PROPERTY CONTROL AGREEMENT TO WHICH SUCH PERSON IS A PARTY;
(L)
ANY MATERIAL PROVISION HEREOF OR OF ANY OF THE OTHER
FINANCING AGREEMENTS SHALL FOR ANY REASON CEASE 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);
(M)
AN ERISA EVENT SHALL OCCUR WHICH RESULTS IN OR COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF ANY BORROWER IN AN AGGREGATE
AMOUNT IN EXCESS OF $10,000,000;
(N)
ANY CHANGE OF CONTROL;
102
(O)
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 GUARANTOR OF WHICH ANY BORROWER,
GUARANTOR 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 SUCH BORROWER
OR GUARANTOR, 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 $10,000,000 OR (II) ANY OTHER PROPERTY OF ANY BORROWER OR
GUARANTOR WHICH IS NECESSARY OR MATERIAL TO THE CONDUCT OF ITS BUSINESS;
(P)
THERE SHALL BE A MATERIAL ADVERSE CHANGE IN THE BUSINESS,
ASSETS OR PROSPECTS OF BORROWERS (TAKEN AS WHOLE) AFTER THE DATE HEREOF.
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 GUARANTOR, EXCEPT AS SUCH NOTICE OR CONSENT IS
EXPRESSLY PROVIDED FOR HEREUNDER OR REQUIRED BY APPLICABLE LAW.
ALL RIGHTS,
REMEDIES AND POWERS GRANTED TO AGENT AND LENDERS HEREUNDER, UNDER ANY OF THE
OTHER FINANCING AGREEMENTS, THE UCC OR OTHER APPLICABLE LAW, ARE