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.
(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 RECEIVER, LIQUIDATOR,
ASSIGNEE, TRUSTEE, SEQUESTRATOR (OR OTHER SIMILAR OFFICIAL) OF SUCH BORROWER OR
OF SUBSTANTIALLY ALL OF ITS PROPERTY, OR ORDERING PURSUANT TO ANY SUCH LAW THE
WINDING-UP OR LIQUIDATION OF ITS AFFAIRS, AND THE CONTINUANCE OF ANY SUCH
DECREE, PETITION, APPOINTMENT OR ORDER UNSTAYED AND IN EFFECT FOR A PERIOD OF 45
CONSECUTIVE DAYS.
16
(G)
IF ANY ACT, MATTER OR THING IS DONE TO, OR
ANY ACTION OR PROCEEDING IS LAUNCHED OR TAKEN TO, TERMINATE THE CORPORATE
EXISTENCE OF EITHER BORROWER, WHETHER BY WINDING-UP, SURRENDER OF CHARTER OR
OTHERWISE.
(H)
IF EITHER BORROWER CEASES TO CARRY ON ITS
BUSINESS OR MAKES OR PROPOSES TO MAKE ANY SALE OF ITS ASSETS IN BULK OR ANY SALE
OF ITS ASSETS OUT OF THE USUAL COURSE OF ITS BUSINESS.
(I)
IF ANY JUDGMENT OR ORDER FOR THE PAYMENT
OF MONEY IN EXCESS OF $200,000 SHALL BE RENDERED AGAINST EITHER BORROWER AND
EITHER (I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED BY ANY CREDITOR
UPON SUCH JUDGMENT OR ORDER, OR (II) THERE SHALL BE ANY PERIOD OF 10 CONSECUTIVE
DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT OR ORDER, BY REASON OF
A PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN EFFECT.
(J)
IF ANY ACTION IS TAKEN OR POWER OR RIGHT
BE EXERCISED BY ANY GOVERNMENTAL AUTHORITY WHICH HAS A MATERIAL