OF THE DATE OF ANY SUCH LOAN AND AFTER GIVING EFFECT THERETO, THE
BORROWER OR GUARANTOR MAKING SUCH LOAN SHALL BE SOLVENT, AND (D) AS OF THE DATE
OF ANY SUCH LOAN AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT
SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, AND
(II)
AS TO LOANS BY A GUARANTOR TO A BORROWER,
(A) THE INDEBTEDNESS ARISING PURSUANT TO SUCH LOAN SHALL BE SUBJECT TO, AND
SUBORDINATE IN RIGHT OF PAYMENT TO, THE RIGHT OF LENDER TO RECEIVE THE PRIOR
FINAL PAYMENT AND SATISFACTION IN FULL OF ALL OF THE OBLIGATIONS ON TERMS AND
CONDITIONS ACCEPTABLE TO LENDER, (B) PROMPTLY UPON LENDER'S REQUEST, LENDER
SHALL HAVE RECEIVED A SUBORDINATION AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, PROVIDING FOR THE TERMS OF THE SUBORDINATION IN RIGHT OF
PAYMENT OF SUCH INDEBTEDNESS OF SUCH BORROWER TO THE PRIOR FINAL PAYMENT AND
SATISFACTION IN FULL OF ALL OF THE OBLIGATIONS, DULY AUTHORIZED, EXECUTED AND
DELIVERED BY SUCH GUARANTOR AND SUCH BORROWER, AND (C) SUCH
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BORROWER SHALL NOT, DIRECTLY OR INDIRECTLY MAKE, OR BE REQUIRED TO MAKE, ANY
PAYMENTS IN RESPECT OF SUCH INDEBTEDNESS PRIOR TO THE END OF THE THEN CURRENT
TERM OF THIS AGREEMENT;
(H)
THE PURCHASE BY A BORROWER OR GUARANTOR
AFTER THE DATE HEREOF OF ALL OR ANY PORTION OF THE OPTION PROPERTY (AS SUCH TERM
IS DEFINED IN THE OPTION AGREEMENT), PROVIDED, THAT:
(I)
THE AGGREGATE CONSIDERATION PAID FOR OR IN CONNECTION WITH
THE OPTION PROPERTY SHALL NOT EXCEED $1,000,000,
(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AS
OF THE DATE OF SUCH PURCHASE AND AFTER GIVING EFFECT TO SUCH PURCHASE,
(III)
EXCESS AVAILABILITY SHALL HAVE BEEN NOT LESS THAN $12,500,000
FOR THE TWO CONSECUTIVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF ANY SUCH
PURCHASE AND NOT LESS THAN $12,500,000 IMMEDIATELY BEFORE AND AFTER GIVING
EFFECT TO ALL PAYMENTS IN CONNECTION WITH SUCH PURCHASE, AND
(IV)
LENDER SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE COPIES OF
ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING TO SUCH PURCHASE, WHICH
DOCUMENTS SHALL BE REASONABLY SATISFACTORY TO LENDER;
(I)
THE PURCHASE BY A BORROWER OR GUARANTOR
AFTER THE DATE HEREOF OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANY PERSON OR
A BUSINESS OR DIVISION OF SUCH PERSON (WHETHER PURSUANT TO A MERGER OR OTHER
TRANSACTION) OR OF ALL OR A MAJORITY OF THE CAPITAL STOCK (SUCH ASSETS OR PERSON
BEING REFERRED TO HEREIN AS THE "ACQUIRED BUSINESS") AND IN ONE OR A SERIES OF
TRANSACTION THAT SATISFIES EACH OF THE FOLLOWING CONDITIONS AS DETERMINED BY
LENDER:
(I)
LENDER SHALL HAVE RECEIVED NOT LESS THAN TEN (10) BUSINESS
DAYS' PRIOR WRITTEN NOTICE OF THE PROPOSED ACQUISITION AND SUCH INFORMATION WITH
RESPECT THERETO AS LENDER MAY REASONABLY REQUEST, INCLUDING (A) THE PROPOSED
DATE AND AMOUNT OF THE ACQUISITION, (B) A LIST AND DESCRIPTION OF THE ASSETS OR
SHARES TO BE ACQUIRED, (C) THE TOTAL PURCHASE PRICE FOR THE ASSETS OR SHARES TO
BE PURCHASED (AND THE