or other equity
interest of such Borrower, or (b) any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of either Borrower's
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capital stock or other equity interest or of any option, warrant or other right
to acquire any such capital stock or other equity interest.
Section 6.7
Transactions with Affiliates.
Enter into any transaction
of any kind with any Affiliate of any Borrower, except (a) in the ordinary
course of business, pursuant to written agreements and on fair and reasonable
terms substantially as favorable to such Borrower as would be obtainable by such
Borrower at the time in a comparable arm's length transaction with a Person
other than an Affiliate; and (b) transactions with Affiliates made pursuant to
Section 2.2 and Section 6.2(b).
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1
Events of Default. An Event of Default shall exist if any
of the following events or conditions shall occur and be continuing:
(A)
THE BORROWERS SHALL FAIL TO MAKE WHEN DUE, WHETHER BY ACCELERATION
OR OTHERWISE, ANY PAYMENT OF PRINCIPAL OR INTEREST DUE ON ANY OR ALL OF THE
LOANS OR ANY FEE OR OTHER AMOUNT REQUIRED TO BE PAID TO THE LENDER PURSUANT TO
THE LOAN DOCUMENTS FOR MORE THAN TEN (10) DAYS AFTER SUCH DUE DATE;
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED TO HAVE BEEN MADE BY
OR ON BEHALF OF THE BORROWERS OR ANY AFFILIATE IN THE LOAN DOCUMENTS OR IN ANY
CERTIFICATE, STATEMENT, REPORT OR OTHER WRITING FURNISHED BY OR ON BEHALF OF THE
BORROWERS, OR ANY AFFILIATE TO THE ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT
TO THE LOAN DOCUMENTS SHALL PROVE TO HAVE BEEN FALSE OR MISLEADING IN ANY
MATERIAL RESPECT ON THE DATE AS OF WHICH THE FACTS SET FORTH ARE STATED OR
CERTIFIED OR DEEMED TO HAVE BEEN STATED OR CERTIFIED, SUCH THAT THE RESULT OF
ANY THEREOF CAUSES, OR WOULD BE REASONABLY EXPECTED TO CAUSE, AN ADVERSE EVENT;
(C)
EITHER BORROWER FAILS TO COMPLY WITH ANY AGREEMENT, COVENANT,
CONDITION, PROVISION OR TERM CONTAINED IN THE LOAN DOCUMENTS AND THE FAILURE
CAUSES, OR WOULD BE REASONABLY EXPECTED TO CAUSE, AN ADVERSE EVENT TO THE SIOUX
FALLS RESTAURANT;
(D)
EITHER BORROWER FAILS TO (I) COMPLY WITH ANY COVENANT IN SECTIONS
5.2, 5.3, 5.4, 5.5 OR IN ARTICLE VI; OR (II) COMPLY WITH ANY OTHER AGREEMENT,
COVENANT, CONDITION, PROVISION OR TERM CONTAINED IN THE LOAN DOCUMENTS (AND SUCH
FAILURE SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNDER ANY OF THE OTHER
PROVISIONS OF THIS SECTION 7.1) AND SUCH FAILURE TO COMPLY SHALL CONTINUE FOR 10
CALENDAR DAYS FOLLOWING THE BORROWERS' RECEIPT OF WRITTEN NOTICE THEREOF FROM
THE AGENT;
(E)
EITHER BORROWER SHALL GENERALLY NOT PAY ITS DEBTS AS THEY MATURE
OR SHALL APPLY FOR, SHALL CONSENT TO, OR SHALL ACQUIESCE IN THE APPOINTMENT OF A
CUSTODIAN, TRUSTEE OR RECEIVER OF EITHER BORROWER OR FOR A SUBSTANTIAL PART OF
THE PROPERTY THEREOF,