OR OF ALL OR A
SUBSTANTIAL PART OF THE PROPERTY OF BORROWER, OR AN INVOLUNTARY CASE OR OTHER
PROCEEDINGS SEEKING LIQUIDATION, REORGANIZATION OR OTHER RELIEF WITH RESPECT TO
BORROWER OR ITS DEBTS UNDER ANY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW NOW
OR HEREAFTER IN EFFECT SHALL BE COMMENCED AND NOT DISMISSED WITHIN SIXTY (60)
DAYS OF COMMENCEMENT; OR
(H)
A FINAL, NON-APPEALABLE JUDGMENT OR ORDER
FOR THE PAYMENT OF MONEY IN EXCESS OF $100,000 (EXCLUSIVE OF AMOUNTS COVERED BY
INSURANCE ISSUED BY AN INSURER NOT AN AFFILIATE OF BORROWER) SHALL BE RENDERED
AGAINST BORROWER AND THE SAME SHALL REMAIN UNSATISFIED, UNSTAYED OR UNVACATED
FOR A PERIOD OF THIRTY (30) DAYS AFTER ENTRY THEREOF, OR ANY JUDGMENT, WRIT,
ASSESSMENT, WARRANT OF ATTACHMENT, OR EXECUTION OR SIMILAR PROCESS SHALL BE
ISSUED OR LEVIED AGAINST A SUBSTANTIAL PART OF THE PROPERTY OF BORROWER, AND
SUCH JUDGMENT, WRIT, ASSESSMENT, WARRANT OF ATTACHMENT, EXECUTION OR SIMILAR
PROCESS SHALL NOT BE RELEASED, VACATED OR FULLY BONDED WITHIN THIRTY (30) DAYS
AFTER FILING; OR
(I)
ANY CREDIT DOCUMENT OR ANY MATERIAL TERM
THEREOF SHALL CEASE TO BE A LEGAL, VALID AND BINDING OBLIGATION OF BORROWER
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; OR
(J)
TORO SUB AND TCFIF SUB SHALL CEASE TO BE
THE SOLE MEMBERS OF BORROWER OR TORO SUB CLOSES ON ITS ACQUISITION OF THE
INTEREST OF TCFIF SUB IN BORROWER PURSUANT TO THE EXERCISE OF THE TORO SUB
PURCHASE OPTION UNDER SECTION 9.03 OF THE LLC AGREEMENT; OR
(K)
BORROWER SHALL HAVE BEEN FINALLY DISSOLVED,
WOUND UP AND LIQUIDATED, WHETHER AT SCHEDULED MATURITY OR OTHERWISE OR THE
BUSINESS OF BORROWER SHALL HAVE BEEN DISCONTINUED PURSUANT TO AN ELECTION MADE
AS DESCRIBED IN THE THIRD SENTENCE OF SECTION 10.04 OF THE LLC AGREEMENT;
(L)
LENDER'S SECURITY INTEREST IN ANY
MATERIAL PORTION OF THE COLLATERAL SHALL AT ANY TIME CEASE TO BE A VALID AND
PERFECTED, FIRST PRIORITY, SECURITY INTEREST.
6.02
REMEDIES.
(A)
UPON (I) THE OCCURRENCE OR EXISTENCE OF ANY
EVENT OF DEFAULT (OTHER THAN AN EVENT OF DEFAULT REFERRED TO IN
SECTION 6.01(F) OR 6.01(G) OR AN EVENT OF DEFAULT CAUSED SOLELY BY TCFIF OR AN
AFFILIATE OF TCFIF, INCLUDING ANY FAILURE BY TCFIF TO MAKE A CAPITAL
CONTRIBUTION TO BORROWER REQUIRED PURSUANT TO THE TERMS OF THE LLC AGREEMENT OR
ANY WILLFUL VIOLATION ON THE PART OF THE GENERAL MANAGER OF BORROWER WHILE SUCH
GENERAL MANAGER IS TCFIF'S EMPLOYEE, WHICH SUCH FAILURE OR VIOLATION SHALL BE
DEEMED TO HAVE BEEN CAUSED SOLELY BY TCFIF) AND AT ANY TIME THEREAFTER DURING
THE CONTINUANCE OF SUCH
16
EVENT OF DEFAULT, (II) THE OCCURRENCE OR EXISTENCE OF A MATERIAL ADVERSE EFFECT
OR (III) THE OCCURRENCE OF AN ACCELERATION EVENT, LENDER MAY, BY WRITTEN NOTICE
TO BORROWER, (A) TERMINATE THE COMMITMENT AND THE OBLIGATION OF LENDER TO MAKE
REVOLVING LOANS AND/OR (B) DECLARE ALL OUTSTANDING OBLIGATIONS PAYABLE BY
BORROWER HEREUNDER TO BE IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT,
DEMAND, PROTEST OR ANY OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY
EXPRESSLY WAIVED, ANYTHING CONTAINED HEREIN