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 BUYERS, 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 BUYERS 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 THE SELLER SHALL
HAVE OCCURRED WITHOUT THE PRIOR CONSENT OF THE BUYER; OR
39
M)
THE 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
THE BUYER OR SHALL BE LIENS IN FAVOR OF ANY PERSON OTHER THAN THE BUYER; OR
N)
THE BUYER 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 BUYER 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.
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