ANY PLAN OR MULTIEMPLOYER PLAN OR ANY LIEN IN FAVOR OF PBGC OR A PLAN
OR MULTIEMPLOYER PLAN SHALL ARISE ON THE ASSETS OF THE SELLER OR ANY ERISA
AFFILIATE, (III) A REPORTABLE EVENT SHALL OCCUR WITH RESPECT TO, OR PROCEEDINGS
SHALL COMMENCE TO HAVE A TRUSTEE APPOINTED, OR A TRUSTEE SHALL BE APPOINTED, TO
ADMINISTER OR TO TERMINATE, ANY PLAN, WHICH REPORTABLE EVENT OR COMMENCEMENT OF
PROCEEDINGS OR APPOINTMENT OF A TRUSTEE IS, IN THE REASONABLE OPINION OF THE
AGENT, LIKELY TO RESULT IN THE TERMINATION OF SUCH PLAN FOR PURPOSES OF TITLE IV
OF ERISA, (IV) ANY PLAN SHALL TERMINATE FOR PURPOSES OF TITLE IV OF ERISA,
(V) THE SELLER OR ANY ERISA AFFILIATE SHALL, OR IN THE REASONABLE OPINION OF THE
AGENT IS LIKELY TO, INCUR ANY MATERIAL LIABILITY IN CONNECTION WITH A WITHDRAWAL
FROM, OR THE INSOLVENCY OR REORGANIZATION OF, A MULTIEMPLOYER PLAN OR (VI) ANY
OTHER EVENT OR CONDITION SHALL OCCUR OR EXIST WITH RESPECT TO A PLAN OR
MULTIEMPLOYER PLAN; OR
40
L)
ANY CHANGE IN CONTROL SHALL HAVE OCCURRED WITHOUT THE PRIOR
CONSENT OF THE AGENT OR THE SELLER SHALL CEASE TO OWN, DIRECTLY OR INDIRECTLY,
100% OF THE VOTING STOCK OR MEMBERSHIP INTERESTS OF ANY NET LEASE BORROWER; OR
M)
THE SELLER SHALL GRANT, OR SUFFER TO EXIST, ANY LIEN ON ANY OF THE
PURCHASED ASSETS OR ANY OTHER COLLATERAL EXCEPT THE LIENS CONTEMPLATED HEREBY;
OR THE LIENS CONTEMPLATED HEREBY SHALL CEASE TO BE FIRST PRIORITY PERFECTED
LIENS ON THE PURCHASED ASSETS OR OTHER COLLATERAL IN FAVOR OF THE AGENT, FOR THE
BENEFIT OF THE BUYERS, OR SHALL BE LIENS IN FAVOR OF ANY PERSON OTHER THAN THE
AGENT, FOR THE BENEFIT OF THE BUYERS; OR
N)
THE AGENT SHALL REASONABLY REQUEST, SPECIFYING THE REASONS FOR
SUCH REQUEST, INFORMATION, AND/OR WRITTEN RESPONSES TO SUCH REQUESTS, REGARDING
THE FINANCIAL WELL-BEING OF THE SELLER AND SUCH INFORMATION AND/OR RESPONSES
SHALL NOT HAVE BEEN PROVIDED WITHIN FIVE (5) BUSINESS DAYS OF SUCH REQUEST; OR
O)
THE SELLER OR ANY SUBSIDIARY OR AFFILIATE OF THE SELLER SHALL
DEFAULT UNDER, OR FAIL TO PERFORM AS REQUIRED UNDER, OR SHALL OTHERWISE
MATERIALLY BREACH THE TERMS OF ANY INSTRUMENT, AGREEMENT OR CONTRACT BETWEEN THE
SELLER OR SUCH OTHER ENTITY, ON THE ONE HAND, AND THE AGENT, ANY BUYER AND/OR
ANY OF THE BUYER'S AFFILIATES ON THE OTHER; OR THE SELLER OR ANY SUBSIDIARY OR
AFFILIATE OF THE SELLER SHALL DEFAULT UNDER, OR FAIL TO PERFORM AS REQUESTED
UNDER, THE TERMS OF ANY REPURCHASE AGREEMENT, LOAN AND SECURITY AGREEMENT OR
SIMILAR CREDIT FACILITY OR AGREEMENT FOR BORROWED FUNDS ENTERED INTO BY THE
SELLER OR SUCH OTHER ENTITY AND ANY THIRD PARTY, WHICH DEFAULT OR FAILURE
ENTITLES ANY PARTY TO REQUIRE ACCELERATION OR PREPAYMENT OF ANY INDEBTEDNESS
THEREUNDER IN AN AMOUNT GREATER THAN $250,000; OR
P)
ANY REPORT OF INDEPENDENT ACCOUNTANTS WITH RESPECT TO THE SELLER
INCLUDES A "GOING CONCERN" REFERENCE; OR
Q)
THE FUNDS AVAILABLE TO BE WITHDRAWN FROM THE COLLECTION ACCOUNT
PURSUANT TO SECTION 4.1(C) OF THE CUSTODY