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.
(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 ADVERSE EFFECT
ON EITHER BORROWER.
(K)
IF THERE SHALL OCCUR OR ARISE ANY CHANGE
(OR ANY CONDITION, EVENT OR DEVELOPMENT INVOLVING A PROSPECTIVE CHANGE) IN THE
BUSINESS, OPERATIONS, AFFAIRS, ASSETS, LIABILITIES (INCLUDING ANY CONTINGENT
LIABILITIES THAT MAY ARISE THROUGH OUTSTANDING PENDING OR THREATENED LITIGATION
OR OTHERWISE), CAPITALIZATION, FINANCIAL CONDITION, LICENSES, PERMITS, RIGHTS OR
PRIVILEGES, WHETHER CONTRACTUAL OR OTHERWISE, OR PROSPECTS OF EITHER BORROWER
WHICH, IN THE JUDGMENT OF THE AGENT, ACTING ON BEHALF OF THE PURCHASERS, ACTING
REASONABLY, HAS OR IS REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
ANY BORROWER OR ON ITS ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER THE
LOAN DOCUMENTS.
(L)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED TO BE MADE BY THE BORROWERS IN THIS AGREEMENT OR ANY LOAN DOCUMENT SHALL
PROVED TO HAVE BEEN MISLEADING IN ANY MATERIAL RESPECT AT THE TIME THAT IT WAS
MADE.
17
6.2
EXERCISE OF REMEDIES.
IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING HEREUNDER:
(A)
THE AGENT, ACTING ON BEHALF OF THE
PURCHASERS, MAY DECLARE THE ENTIRE UNPAID NOTE INDEBTEDNESS, IMMEDIATELY DUE AND
PAYABLE, WITHOUT PRESENTMENT, NOTICE OR DEMAND, ALL OF WHICH ARE HEREBY
EXPRESSLY WAIVED BY THE BORROWERS; AND
(B)
THE AGENT, ACTING ON BEHALF OF THE
PURCHASERS, MAY EXERCISE ANY REMEDY PERMITTED BY THIS AGREEMENT, OR THE LOAN
DOCUMENTS OR AT LAW OR IN EQUITY.
6.3
Waiver of Defaults.
No Event of Default
shall be waived by the Purchasers except in a writing signed by an officer of
the Agent, acting on behalf of the Purchasers.
No waiver of any Event of
Default shall extend to any other or further Event of Default.
7.
Debt Covenants.
7.1
General.
So long as