OR
CONSOLIDATE WITH OR INTO ANY PERSON, FIRM OR CORPORATION.
2
5.
TERM.
THIS AGREEMENT SHALL CONTINUE IN EFFECT UNTIL THE MATURITY
DATE.
THIS AGREEMENT MAY BE TERMINATED, WITHOUT PENALTY, PRIOR TO THE MATURITY
DATE AS FOLLOWS:
(I) BY BORROWER, EFFECTIVE THREE BUSINESS DAYS AFTER WRITTEN
NOTICE OF TERMINATION IS GIVEN TO LENDER; OR (II) BY LENDER AT ANY TIME AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT, WITHOUT NOTICE, EFFECTIVE IMMEDIATELY.
ON THE MATURITY DATE OR ON ANY EARLIER EFFECTIVE DATE OF TERMINATION, BORROWER
SHALL PAY ALL OBLIGATIONS IN FULL, WHETHER OR NOT SUCH OBLIGATIONS ARE OTHERWISE
THEN DUE AND PAYABLE.
NO TERMINATION SHALL IN ANY WAY AFFECT OR IMPAIR ANY
SECURITY INTEREST OR OTHER RIGHT OR REMEDY OF LENDER, NOR SHALL ANY SUCH
TERMINATION RELIEVE BORROWER OF ANY OBLIGATION TO LENDER, UNTIL ALL OF THE
OBLIGATIONS HAVE BEEN PAID AND PERFORMED IN FULL.
6.
EVENTS OF DEFAULT AND REMEDIES.
THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT" UNDER THIS AGREEMENT:
(A) ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY THE BORROWER HEREIN OR
IN ANY OTHER LOAN DOCUMENT OR WHICH IS CONTAINED IN ANY CERTIFICATE, DOCUMENT OR
FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY TIME UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT SHALL PROVE TO HAVE BEEN
INCORRECT IN ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED MADE, OR
(B) THE BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN WHEN DUE IN
ACCORDANCE WITH THE TERMS THEREOF OR HEREOF; OR THE BORROWER SHALL FAIL TO PAY
ANY INTEREST ON ANY LOAN, OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENTS, WITHIN FIVE DAYS AFTER ANY SUCH INTEREST OR OTHER AMOUNT
BECOMES DUE IN ACCORDANCE WITH THE TERMS THEREOF OR HEREOF; OR (C) BORROWER
FAILS TO PERFORM ANY OTHER NON-MONETARY OBLIGATION, WHICH FAILURE IS NOT CURED
WITHIN 30 DAYS AFTER THE DATE DUE; OR (D) (I) THE BORROWER SHALL COMMENCE ANY
CASE, PROCEEDING OR OTHER ACTION (A) UNDER ANY EXISTING OR FUTURE LAW OF ANY
JURISDICTION, DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR RELIEF ENTERED
WITH RESPECT TO IT, OR SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR
SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP, LIQUIDATION,
DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS DEBTS, OR (B)
SEEKING APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR OR OTHER
SIMILAR OFFICIAL FOR IT OR FOR ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS, OR THE
BORROWER SHALL MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS; OR
(II) THERE SHALL BE COMMENCED AGAINST THE BORROWER ANY CASE, PROCEEDING OR OTHER
ACTION OF A NATURE REFERRED TO IN CLAUSE (I) ABOVE WHICH (A) RESULTS IN THE
ENTRY OF AN ORDER FOR RELIEF OR ANY SUCH ADJUDICATION OR APPOINTMENT OR (B)
REMAINS UNDISMISSED, UNDISCHARGED OR UNBONDED FOR A PERIOD OF 60 DAYS.
IF AN