PRICE FOR THE NOTES AND THE
WARRANTS BEING PURCHASED ON SUCH CLOSING DATE.
(E)
SUBORDINATION AGREEMENT. EACH PURCHASER
SHALL HAVE EXECUTED AND DELIVERED TO THE BORROWERS AND SVB THE SUBORDINATION
AGREEMENT.
(F)
AMENDMENT NO. 1 TO THE SECURITY
AGREEMENT.
THE AGENT SHALL HAVE EXECUTED AND DELIVERED TO THE BORROWERS
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT.
6.
Events of Default and Remedies.
6.1
Events of Default.
So long as the Notes are
outstanding an Event of Default with respect to the Notes shall mean the
occurrence and existence of one or more of the following events or conditions
(for any reason, whether voluntary, involuntary or effected or required by any
Law applicable to the Borrowers):
(A)
THE BORROWERS FAIL TO PAY WHEN DUE AND
PAYABLE ANY PORTION OF THE NOTE INDEBTEDNESS AT STATED MATURITY, UPON
ACCELERATION OR OTHERWISE.
(B)
THE BORROWERS FAIL OR NEGLECT TO PERFORM,
KEEP, OR OBSERVE IN ANY MATERIAL RESPECT ANY TERM, PROVISION, CONDITION,
COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY LOAN DOCUMENT AND SUCH
FAILURE OR NEGLECT (OTHER THAN THOSE SET FORTH IN SECTION 2 OF EXHIBIT E) TO
PERFORM REMAINS IN EFFECT FOR A PERIOD OF 10 DAYS.
(C)
ANY MATERIAL PORTION OF THE BORROWERS'
ASSETS IS SEIZED, ATTACHED, SUBJECTED TO A WRIT OR DISTRESS WARRANT, IS LEVIED
UPON OR COMES INTO THE POSSESSION OF ANY JUDICIAL OFFICER UNLESS SUCH ACTION IS
STAYED AND SUCH ATTACHMENT IS DISMISSED WITHIN 30 DAYS.
(D)
IF AN EVENT OF DEFAULT OCCURS IN PAYMENT OR
PERFORMANCE OF ANY OBLIGATION IN FAVOR OF ANY PERSON FROM WHOM THE BORROWERS
HAVE BORROWED MONEY AGGREGATING IN EXCESS OF $300,000 WHICH WOULD ENTITLE THE
HOLDER TO ACCELERATE REPAYMENT OF THE BORROWED MONEY, AND SUCH DEFAULT IS NOT
WAIVED IN WRITING WITHIN 10 DAYS OF THE OCCURRENCE OF SUCH DEFAULT.
16
(E)
EITHER BORROWER INSTITUTES PROCEEDINGS TO
BE ADJUDICATED AS BANKRUPT OR INSOLVENT, OR THE CONSENT BY SUCH BORROWER TO THE
INSTITUTION OF BANKRUPTCY OR INSOLVENCY PROCEEDINGS AGAINST IT, OR THE FILING BY
IT OF A PETITION OR ANSWER OR CONSENT SEEKING REORGANIZATION OR RELIEF UNDER ANY
APPLICABLE FEDERAL, PROVINCIAL OR STATE LAW RELATING TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR RELIEF OF DEBTORS, OR THE CONSENT BY IT TO THE FILING OF ANY
SUCH PETITION OR TO THE APPOINTMENT UNDER ANY SUCH LAW OF A RECEIVER,
LIQUIDATOR, ASSIGNEE, TRUSTEE, SEQUESTRATOR (OR OTHER SIMILAR OFFICIAL) OF SUCH
BORROWER OR OF SUBSTANTIALLY ALL OF ITS PROPERTY, OR THE MAKING BY IT OF A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR THE ADMISSION BY IT IN
WRITING OF ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE.
(F)
IF THERE IS THE ENTRY OF A DECREE OR
ORDER BY A COURT HAVING JURISDICTION IN THE PREMISES ADJUDGING EITHER BORROWER
AS BANKRUPT OR INSOLVENT, OR APPROVING AS PROPERLY FILED A PETITION SEEKING
REORGANIZATION, ARRANGEMENT OR ADJUSTMENT OF OR IN RESPECT OF SUCH BORROWER
UNDER ANY APPLICABLE LAW RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
RELIEF OF DEBTORS, OR APPOINTING UNDER ANY SUCH LAW A