TERMINATED OR CEASES TO BE
IN FULL FORCE AND EFFECT WITHOUT, IN EACH CASE, THE PRIOR CONSENT OF IFC, AND
THAT EVENT, IF CAPABLE OF BEING REMEDIED, IS NOT REMEDIED TO THE SATISFACTION OF
IFC WITHIN THIRTY (30) DAYS OF THE EARLIER OF (X) THE DATE ON WHICH IFC NOTIFIES
THE BORROWER OF THAT EVENT AND (Y) THE DATE ON WHICH THE BORROWER SHOULD
REASONABLY HAVE BECOME AWARE OF THAT EVENT; PROVIDED, HOWEVER, THAT SUCH THIRTY
(30) DAY CURE PERIOD SHALL BE EXTENDED TO NINETY (90) DAYS IN AGGREGATE IF NOT
CURABLE WITHIN THIRTY (30) DAYS AND THE BORROWER IS PURSUING A CURE IN GOOD
FAITH;
(II)
BECOMES UNLAWFUL OR IS DECLARED VOID; OR
(III)
IS REPUDIATED OR THE VALIDITY OR
ENFORCEABILITY OF ANY OF ITS PROVISIONS AT ANY TIME IS CHALLENGED BY ANY PERSON
AND SUCH REPUDIATION OR CHALLENGE IS NOT WITHDRAWN WITHIN THIRTY (30) DAYS OF
IFC'S NOTICE TO THE BORROWER REQUIRING THAT WITHDRAWAL; PROVIDED, THAT (A) IN
THE CASE OF THE BLOCK Z-1 LICENSE, SUCH THIRTY (30) DAY PERIOD SHALL BE EXTENDED
TO ONE HUNDRED TWENTY (120) DAYS IN AGGREGATE IF SUCH REPUDIATION OR CHALLENGE
IS NOT WITHDRAWN WITHIN THIRTY (30) DAYS AND THE BORROWER IS DILIGENTLY
CONTESTING SUCH REPUDIATION OR CHALLENGE, AND (B) NO SUCH NOTICE SHALL BE
REQUIRED OR, AS THE CASE MAY BE, THE NOTICE PERIOD SHALL TERMINATE IF AND WHEN
SUCH REPUDIATION OR CHALLENGE BECOMES EFFECTIVE;
(N)
UNSATISFIED JUDGMENTS.
A JUDGMENT OR JUDGMENTS, DECREES, ORDERS
OR ARBITRAL AWARDS FOR THE PAYMENT OF MONEY THE EXECUTION OF WHICH IS NOT
EFFECTIVELY STAYED OR SATISFIED WITHIN SIXTY (60) OR MORE CONSECUTIVE DAYS AFTER
IT HAS BECOME FINAL AND NON-APPEALABLE, IS ENTERED AGAINST THE BORROWER OR ANY
SUBSIDIARY IN EXCESS OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) IN THE
AGGREGATE OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES; OR
43
(O)
PROJECT ABANDONMENT.
THE BORROWER ABANDONS THE PROJECT.
SECTION 6.03.
BANKRUPTCY.
IF ANY EVENT DESCRIBED IN SECTION 6.02 (G) (EVENTS
OF DEFAULT) OCCURS (OR ANY ANALOGOUS EVENT UNDER SECTION 6.02 (J) (EVENTS OF
DEFAULT)), THE C LOAN, ALL INTEREST ACCRUED ON IT AND ANY OTHER AMOUNTS PAYABLE
UNDER THIS AGREEMENT WILL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT ANY
PRESENTMENT, DEMAND, PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH THE BORROWER
WAIVES.
ARTICLE VII
CONVERSION OF THE C LOAN
SECTION 7.01.
CONVERSION BY IFC OR THE BORROWER.
(A) EITHER IFC OR THE
BORROWER MAY, AT ITS SOLE DISCRETION, CONVERT THE CONVERSION AMOUNT INTO COMMON
STOCK AT ANY TIME DURING THE CONVERSION PERIOD AND IN THE MANNER PROVIDED HEREIN
BY DELIVERING A CONVERSION NOTICE TO THE OTHER PARTY; PROVIDED, HOWEVER, THAT
THE BORROWER SHALL BE ENTITLED TO DELIVER A CONVERSION NOTICE ONLY IF THE
CURRENT MARKET PRICE EXCEEDS ONE HUNDRED AND SEVENTY FIVE PER CENT (175%) OF THE
CONVERSION PRICE.
(B)
THE NUMBER OF SHARES TO BE ISSUED AND DELIVERED BY THE BORROWER TO
IFC UPON CONVERSION OF THE CONVERSION AMOUNT INTO COMMON STOCK SHALL BE EQUAL TO
THE RESULT OF (X) THE CONVERSION AMOUNT DIVIDED BY