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 BUYER, 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) SELLER OR ANY ERISA AFFILIATE SHALL, OR IN
THE REASONABLE OPINION OF BUYER IS LIKELY TO, INCUR ANY 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; AND IN EACH CASE IN CLAUSES (I) THROUGH (VI) ABOVE,
SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER SUCH EVENTS OR CONDITIONS, IF
ANY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
L)
ANY CHANGE IN CONTROL OF SELLER OR
GUARANTOR SHALL HAVE OCCURRED WITHOUT THE PRIOR CONSENT OF BUYER; OR
39
M)
SELLER SHALL GRANT, OR SUFFER TO EXIST, ANY
LIEN ON ANY OF THE PURCHASED ASSETS OR THE COLLATERAL EXCEPT THE LIENS
CONTEMPLATED HEREBY; OR THE LIENS CONTEMPLATED HEREBY SHALL CEASE TO BE FIRST
PRIORITY PERFECTED LIENS ON THE PURCHASED ASSETS OR THE COLLATERAL IN FAVOR OF
BUYER OR SHALL BE LIENS IN FAVOR OF ANY PERSON OTHER THAN BUYER; OR
N)
BUYER SHALL REASONABLY REQUEST,
SPECIFYING THE REASONS FOR SUCH REQUEST, INFORMATION, AND/OR WRITTEN RESPONSES
TO SUCH REQUESTS, REGARDING THE FINANCIAL WELL-BEING OF SELLER AND SUCH
INFORMATION AND/OR RESPONSES SHALL NOT HAVE BEEN PROVIDED WITHIN FIVE (5)
BUSINESS DAYS OF SUCH REQUEST; OR
O)
SELLER OR ANY SUBSIDIARY OR AFFILIATE OF
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 SELLER OR SUCH OTHER ENTITY, ON THE ONE HAND, AND BUYER OR ANY OF
BUYER'S AFFILIATES ON THE OTHER; OR SELLER OR ANY SUBSIDIARY OR AFFILIATE OF
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 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 $1,000,000.
20.
REMEDIES
Upon the occurrence of an Event of Default, Buyer, at its option (which option
shall be deemed to have been exercised immediately upon the occurrence of an
Event of Default pursuant to Section 19(f) or (g) hereof), shall have any or all
of the following rights and remedies, which may be exercised by Buyer:
A)
THE REPURCHASE DATE FOR EACH TRANSACTION
HEREUNDER SHALL BE DEEMED IMMEDIATELY TO OCCUR.
B)
(I)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE ALL PURCHASED ASSETS AT THE
REPURCHASE PRICE THEREFOR ON THE REPURCHASE DATE IN SUCH TRANSACTIONS SHALL
THEREUPON BECOME IMMEDIATELY DUE AND PAYABLE; ALL INCOME PAID AFTER