SUCH PERSON HAS
ENTERED INTO A CONTROL AGREEMENT WITH LENDER, IN FORM AND SUBSTANCE SATISFACTORY
TO LENDER; OR SUFFER OR PERMIT ANY SUBSIDIARY TO BE A PARTY TO, OR BE BOUND BY,
AN AGREEMENT THAT RESTRICTS SUCH SUBSIDIARY FROM PAYING DIVIDENDS OR OTHERWISE
DISTRIBUTING PROPERTY TO BORROWER.
8.
TRANSACTIONS WITH AFFILIATES.
DIRECTLY
OR INDIRECTLY ENTER INTO OR PERMIT TO EXIST ANY MATERIAL TRANSACTION WITH ANY
AFFILIATE OF BORROWER EXCEPT FOR TRANSACTIONS THAT ARE IN THE ORDINARY COURSE OF
BORROWER'S BUSINESS, UPON FAIR AND REASONABLE TERMS THAT ARE NO LESS FAVORABLE
TO BORROWER THAN WOULD BE OBTAINED IN AN ARM'S LENGTH TRANSACTION WITH A
NON-AFFILIATED PERSON.
9.
NEGATIVE PLEDGE AGREEMENTS.
OTHER THAN
THE SENIOR LOAN DOCUMENTS, PERMIT THE INCLUSION IN ANY CONTRACT TO WHICH IT
BECOMES A PARTY OF ANY PROVISIONS THAT COULD RESTRICT OR INVALIDATE THE CREATION
OF A SECURITY INTEREST IN ANY OF BORROWER'S PROPERTY.
J.
EVENTS OF DEFAULT.
1.
DEFINITION OF EVENT OF DEFAULT.
THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT
OF DEFAULT" HEREUNDER:
(A)
BORROWER'S BREACH OF THE OBLIGATION TO PAY
ANY AMOUNT OF THE SECURED OBLIGATIONS ON THE DATE THAT IT IS DUE AND PAYABLE;
(B)
BORROWER'S FAILURE TO PERFORM, KEEP OR
OBSERVE ANY OF ITS COVENANTS, CONDITIONS, PROMISES, AGREEMENTS OR OBLIGATIONS
UNDER ANY OF THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT WITH ANY PERSON IF SUCH
FAILURE MAY HAVE A MATERIAL ADVERSE EFFECT ON BORROWER'S ASSETS, OPERATIONS OR
CONDITION, FINANCIAL OR OTHERWISE;
(C)
BORROWER'S COMMENCEMENT OF VOLUNTARY
BANKRUPTCY PROCEEDINGS, OR BORROWER'S FILING OF A PETITION OR ANSWER OR CONSENT
SEEKING REORGANIZATION OR RELEASE, UNDER THE FEDERAL BANKRUPTCY CODE, OR ANY
OTHER APPLICABLE FEDERAL OR STATE LAW RELATING TO CREDITOR RIGHTS AND REMEDIES,
OR BORROWER'S CONSENT TO THE FILING OF ANY SUCH PETITION OR THE APPOINTMENT OF A
RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE OR OTHER SIMILAR OFFICIAL OF BORROWER OR
OF ANY
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substantial part of its property, or Borrower's making of an assignment for the
benefit of creditors, or the taking of corporate action in furtherance of such
action;
(D)
THE LOSS, THEFT, DAMAGE OR DESTRUCTION OF,
OR SALE (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS), LEASE OR FURNISHING
UNDER A CONTRACT OF SERVICE OF, ANY MATERIAL PORTION OF THE COLLATERAL;
(E)
THE CREATION (WHETHER VOLUNTARY OR
INVOLUNTARY) OF, OR ANY ATTEMPT TO CREATE, ANY LIEN UPON ANY OF THE COLLATERAL,
OTHER THAN THE PERMITTED LIENS, OR ANY LEVY, SEIZURE OR ATTACHMENT OF ANY
MATERIAL PORTION THEREOF;
(F)
THE OCCURRENCE AND CONTINUANCE OF ANY
DEFAULT UNDER ANY LEASE OR AGREEMENT FOR BORROWED MONEY THAT GIVES THE LESSOR OR
THE CREDITOR OF SUCH INDEBTEDNESS, AS APPLICABLE, THE RIGHT TO ACCELERATE THE
LEASE PAYMENTS OR THE
INDEBTEDNESS, AS APPLICABLE, OR THE RIGHT TO EXERCISE ANY
RIGHTS OR REMEDIES WITH RESPECT TO ANY OF THE COLLATERAL; OR
(G)
THE ENTRY OF ANY JUDGMENT OR ORDER AGAINST
BORROWER WHICH REMAINS UNSATISFIED OR UNDISCHARGED AND IN EFFECT FOR THIRTY (30)
DAYS AFTER SUCH ENTRY WITHOUT A STAY OF ENFORCEMENT OR EXECUTION.