(II); OR
(I)
ANY MONEY JUDGMENT, WRIT OR WARRANT OF
ATTACHMENT OR SIMILAR PROCESS INVOLVING (I) IN ANY INDIVIDUAL CASE AN AMOUNT IN
EXCESS OF $250,000 OR (II) IN THE AGGREGATE AT ANY TIME AN AMOUNT IN EXCESS OF
$1,000,000 (IN EITHER CASE NOT ADEQUATELY COVERED BY INSURANCE AS TO WHICH A
SOLVENT AND UNAFFILIATED INSURANCE COMPANY HAS ACKNOWLEDGED COVERAGE) SHALL BE
ENTERED OR FILED AGAINST CUSTOMER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE ASSETS AND SHALL REMAIN UNDISCHARGED, UNVACATED, UNBONDED OR UNSTAYED
FOR A PERIOD OF SIXTY (60) DAYS (OR IN ANY EVENT LATER THAN FIVE (5) DAYS PRIOR
TO THE DATE OF ANY PROPOSED SALE THEREUNDER); OR
61
(J)
ANY ORDER, JUDGMENT OR DECREE SHALL BE
ENTERED AGAINST CUSTOMER OR ANY OF ITS SUBSIDIARIES DECREEING THE DISSOLUTION OR
SPLIT UP OF CUSTOMER OR THAT SUBSIDIARY AND SUCH ORDER SHALL REMAIN UNDISCHARGED
OR UNSTAYED FOR A PERIOD IN EXCESS OF THIRTY (30) DAYS; OR
(K)
THERE SHALL OCCUR ONE OR MORE ERISA EVENTS
WHICH INDIVIDUALLY OR IN THE AGGREGATE RESULTS IN OR MIGHT REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF CUSTOMER OR ANY OF ITS ERISA AFFILIATES IN
EXCESS OF $250,000 DURING THE TERM OF THIS AGREEMENT; OR THERE SHALL EXIST AN
AMOUNT OF UNFUNDED BENEFIT LIABILITIES (AS DEFINED IN SECTION 4001(A)(18) OF
ERISA), INDIVIDUALLY OR IN THE AGGREGATE FOR ALL PENSION PLANS (EXCLUDING FOR
PURPOSES OF SUCH COMPUTATION ANY PENSION PLANS WITH RESPECT TO WHICH ASSETS
EXCEED BENEFIT LIABILITIES), WHICH EXCEEDS $1,000,000; PROVIDED, THAT IF SUCH
DEFAULT REFERRED TO IN THIS SECTION 7.1(K) IS SUSCEPTIBLE OF BEING CURED, NO
TERMINATION EVENT SHALL ARISE UNDER THIS SECTION 7.1(K) UNLESS SUCH DEFAULT
SHALL REMAIN UNCURED FOR A THIRTY (30) DAY PERIOD AFTER SUCH OCCURRENCE,
PROVIDED, FURTHER, HOWEVER, THAT IF THE DEFAULT IS SUSCEPTIBLE OF CURE BUT
CANNOT REASONABLY BE CURED WITH SUCH THIRTY (30) DAY PERIOD AND CUSTOMER SHALL
HAVE COMMENCED TO CURE SUCH DEFAULT WITHIN SUCH THIRTY (30) DAY PERIOD AND
THEREAFTER DILIGENTLY AND EXPEDITIOUSLY PROCEEDS TO CURE THE SAME, CUSTOMER
SHALL HAVE SUCH ADDITIONAL TIME AS IS REASONABLY NECESSARY TO EFFECT SUCH CURE,
BUT IN NO EVENT IN EXCESS OF SIXTY (60) DAYS FROM THE ORIGINAL OCCURRENCE,
WHEREUPON AN TERMINATION EVENT SHALL ARISE UNDER THIS SECTION 7.1(K); OR
(L)
CUSTOMER OR ANY SUBSIDIARY OF CUSTOMER
SHALL BE CONVICTED OF, OR INDICTED FOR, ANY CRIME; OR
(M)
ANY MATERIAL DEFICIENCY OR QUALIFICATION IN
ANY AUDIT PERFORMED IN CONNECTION WITH THE WAREHOUSE ASSETS IS NOT, IN THE
OPINION OF BUYER, SATISFACTORILY CURED WITHIN THIRTY (30) DAYS (WHICH CURE MAY
BE ACCOMPLISHED BY MAKING VOLUNTARY PARTIAL PREPAYMENTS OF INVESTED PRINCIPAL
WITH RESPECT TO THE WAREHOUSE ASSETS THAT ARE THE SUBJECT OF SUCH AUDIT);OR
(N)
A CHANGE OF CONTROL SHALL OCCUR; OR
(O)
THIS AGREEMENT SHALL FOR ANY REASON CEASE TO
CREATE A VALID, FIRST PRIORITY OWNERSHIP OR SECURITY INTEREST IN ANY OF THE
RECEIVABLES AND OTHER WAREHOUSE ASSETS, OR THE VALIDITY OR ENFORCEABILITY
THEREOF SHALL BE CONTESTED BY CUSTOMER OR ANY SUBSIDIARY OR AFFILIATE OF
CUSTOMER;