(INCLUDING CAPITALIZED LEASES) IN ANY FISCAL YEAR IN AN AGGREGATE AMOUNT FOR ALL
BORROWERS IN EXCESS OF $4,000,000.
7.14
SERVICES AGREEMENT.
WITHOUT LENDER'S PRIOR
WRITTEN CONSENT, BORROWERS SHALL NOT AMEND OR MODIFY THE TERMS AND CONDITIONS
OF, OR TERMINATE, THE SERVICES AGREEMENT.
29
7.15
FOREIGN SUBSIDIARIES.
BORROWERS SHALL NOT PERMIT
CHROMAVISION SARL OR CHROMAVISION INTERNATIONAL GMBH TO OWN ANY ASSETS HAVING AN
AGGREGATE VALUE IN EXCESS OF $15,000 OR CONDUCT ANY BUSINESS.
ARTICLE 8
DEFAULT
8.01
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING EVENTS
SHALL CONSTITUTE AN EVENT OF DEFAULT ("EVENT OF DEFAULT") AND LENDER SHALL
THEREUPON HAVE THE OPTION TO DECLARE THE OBLIGATIONS IMMEDIATELY DUE AND
PAYABLE, ALL WITHOUT DEMAND, NOTICE, PRESENTMENT OR PROTEST OR FURTHER ACTION OF
ANY KIND (IT ALSO BEING UNDERSTOOD THAT THE OCCURRENCE OF ANY OF THE EVENTS OR
CONDITIONS SET FORTH IN SECTIONS 8.01(I), (J), (K), (L) OR (Q) SHALL
AUTOMATICALLY CAUSE AN ACCELERATION OF THE OBLIGATIONS WITHOUT NOTICE OR
DEMAND):
(A)
PAYMENTS.
IF BORROWERS FAIL TO MAKE ANY
PAYMENT OF PRINCIPAL, INTEREST, OR ANY OTHER CHARGES, FEES, EXPENSES OR OTHER
MONETARY OBLIGATIONS OWING TO LENDER, ARISING OUT OF OR INCURRED IN CONNECTION
WITH THIS AGREEMENT ON THE DATE WHEN SUCH PAYMENT IS DUE AND PAYABLE AND SUCH
FAILURE CONTINUES FOR A PERIOD OF ONE (1) BUSINESS DAY; PROVIDED, HOWEVER, THAT
THE ONE (1) BUSINESS DAY GRACE PERIOD SHALL NOT BE APPLICABLE IF SUCH PAYMENTS
ARE DUE AND PAYABLE DUE TO MATURITY, ACCELERATION OR DEMAND, WHETHER FOLLOWING
AN EVENT OF DEFAULT OR OTHERWISE;
(B)
PARTICULAR COVENANT DEFAULTS.
(I) IF ANY
BORROWER FAILS TO PERFORM, COMPLY WITH OR OBSERVE ANY COVENANT OR UNDERTAKING
CONTAINED IN SECTION 6.06 OF THIS AGREEMENT, OR (II) IF ANY BORROWER FAILS TO
PERFORM, COMPLY WITH OR OBSERVE ANY COVENANT OR UNDERTAKING CONTAINED IN THIS
AGREEMENT NOT OTHERWISE DESCRIBED IN THIS SECTION 8.01, AND SUCH FAILURE
CONTINUES FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER THE EARLIER OF A BORROWER
BECOMING AWARE OF SUCH FAILURE OR A BORROWER RECEIVING WRITTEN NOTICE OF SUCH
FAILURE;
(C)
FINANCIAL INFORMATION.
IF ANY STATEMENT,
REPORT, FINANCIAL STATEMENT, OR CERTIFICATE MADE OR DELIVERED BY A BORROWER OR
ANY OF THEIR OFFICERS, EMPLOYEES OR AGENTS, TO LENDER IS NOT TRUE AND CORRECT,
IN ALL MATERIAL RESPECTS, WHEN MADE;
(D)
UNINSURED LOSS.
IF THERE SHALL OCCUR ANY
UNINSURED DAMAGE TO OR LOSS, THEFT, OR DESTRUCTION IN EXCESS OF $50,000.00 WITH
RESPECT TO ANY PORTION OF ANY BORROWER'S PROPERTY;
(E)
WARRANTIES OR REPRESENTATIONS.
IF ANY
WARRANTY, REPRESENTATION OR OTHER STATEMENT BY OR ON BEHALF OF BORROWERS, OR ANY
OF THEM, CONTAINED IN OR PURSUANT TO THIS AGREEMENT, ANY LOAN DOCUMENT, OR IN
ANY DOCUMENT, AGREEMENT OR INSTRUMENT FURNISHED IN COMPLIANCE WITH, RELATING TO,
OR IN REFERENCE TO THIS AGREEMENT, IS FALSE, ERRONEOUS, OR MISLEADING IN ANY
MATERIAL RESPECT WHEN MADE;
(F)
AGREEMENTS WITH OTHERS.
IF BORROWERS, OR
ANY OF THEM, SHALL DEFAULT BEYOND ANY GRACE PERIOD UNDER ANY AGREEMENT WITH
RESPECT TO ANY INDEBTEDNESS OR SUBORDINATED DEBT AND (I) IN THE CASE OF
INDEBTEDNESS IN EXCESS OF