COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF ANY BORROWER IN AN AGGREGATE AMOUNT IN EXCESS
OF $500,000;
(L)
ANY CHANGE OF CONTROL;
(M)
THE INDICTMENT BY ANY GOVERNMENTAL AUTHORITY, OR AS LENDER 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 LENDER RECEIVES NOTICE, IN EITHER CASE, AS TO WHICH THERE IS A
REASONABLE POSSIBILITY OF AN ADVERSE DETERMINATION, IN THE GOOD FAITH
DETERMINATION OF LENDER, 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 $250,000 OR (II) ANY OTHER PROPERTY OF ANY BORROWER OR
GUARANTOR WHICH IS NECESSARY OR MATERIAL TO THE CONDUCT OF ITS BUSINESS;
(N)
THERE SHALL OCCUR ANY OTHER EVENT, DEVELOPMENT OR CONDITION THAT
WOULD CONSTITUTE OR HAVE A MATERIAL ADVERSE EFFECT;
(O)
FROM AND AFTER THE DATE ON WHICH BORROWERS HAVE DEPOSITED THE
AMOUNT REQUIRED TO BE SO DEPOSITED BY SECTION 9.20 OF THE AGREEMENT, THE AMOUNT
OF CASH IN THE CASH INVESTMENT ACCOUNTS IS LESS THAN $10,000,000;
(P)
THE ESOT FAILS TO BE DULY QUALIFIED UNDER SECTION 401(A) OF THE
CODE OR EXEMPT FROM FEDERAL INCOME TAXATION UNDER SECTION 501(A) OF THE CODE; OR
THE ESOP SHALL ENGAGE IN A NON-EXEMPT PROHIBITED TRANSACTION WHICH HAS
REASONABLY BEEN EXPECTED TO RESULT IN LIABILITY TO PARENT IN EXCESS OF $250,000;
OR
(Q)
THERE SHALL BE AN EVENT OF DEFAULT (AFTER THE APPLICABLE CURE
PERIOD, IF ANY) UNDER ANY OF THE OTHER FINANCING AGREEMENTS.
10.2
Remedies.
(A)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, LENDER 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
103
AND POWERS GRANTED TO LENDER HEREUNDER, UNDER ANY OF THE OTHER FINANCING
AGREEMENTS, THE UCC OR OTHER APPLICABLE LAW, ARE CUMULATIVE, NOT EXCLUSIVE AND
ENFORCEABLE, IN LENDER'S DISCRETION, ALTERNATIVELY, SUCCESSIVELY, OR
CONCURRENTLY ON ANY ONE OR MORE OCCASIONS, AND SHALL INCLUDE, WITHOUT
LIMITATION, THE RIGHT TO APPLY TO A COURT OF EQUITY FOR AN INJUNCTION TO
RESTRAIN A BREACH OR THREATENED BREACH BY ANY BORROWER OR GUARANTOR OF THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS.
LENDER MAY, AT ANY TIME OR
TIMES, PROCEED DIRECTLY AGAINST ANY BORROWER OR GUARANTOR TO COLLECT THE
OBLIGATIONS WITHOUT PRIOR RECOURSE TO THE COLLATERAL.
(B)
WITHOUT LIMITING THE FOREGOING, AT ANY TIME AN EVENT OF DEFAULT
EXISTS OR HAS OCCURRED AND IS CONTINUING, LENDER MAY, IN ITS DISCRETION:
(I) ACCELERATE THE PAYMENT OF ALL OBLIGATIONS AND DEMAND IMMEDIATE PAYMENT
THEREOF TO LENDER, (PROVIDED,