PRODUCTION AND ISSUANCE OF A NEW NOTE.
ARTICLE III
EVENTS OF DEFAULT
3.1
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
SET FORTH IN THIS SECTION 3.1 SHALL CONSTITUTE AN EVENT OF DEFAULT ("EVENT OF
DEFAULT") HEREUNDER:
(A)
FAILURE TO PAY.
THE COMPANY FAILS TO PAY WHEN DUE ANY INSTALLMENT
OF PRINCIPAL, INTEREST OR OTHER FEES HEREON IN ACCORDANCE HEREWITH, OR THE
COMPANY FAILS TO PAY ANY OF THE OTHER OBLIGATIONS (UNDER AND AS DEFINED IN THE
MASTER SECURITY AGREEMENT) WHEN DUE, AND, IN ANY SUCH CASE, SUCH FAILURE SHALL
CONTINUE FOR A PERIOD OF THREE (3) DAYS FOLLOWING THE DATE UPON WHICH ANY SUCH
PAYMENT WAS DUE.
(B)
BREACH OF COVENANT.
THE COMPANY OR ANY OF ITS SUBSIDIARIES
BREACHES ANY COVENANT CONTAINED IN THE PURCHASE AGREEMENT IN ANY MATERIAL
RESPECT AND SUCH BREACH, IF SUBJECT TO CURE, CONTINUES FOR A PERIOD OF FIFTEEN
(15) DAYS AFTER THE OCCURRENCE THEREOF.
(C)
BREACH OF REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION,
WARRANTY OR STATEMENT MADE OR FURNISHED BY THE COMPANY UNDER THE PURCHASE
AGREEMENT OR ANY OTHER RELATED AGREEMENT SHALL AT ANY TIME BE FALSE OR
MISLEADING IN ANY MATERIAL RESPECT ON THE DATE AS OF WHICH MADE OR DEEMED MADE.
(D)
DEFAULT UNDER OTHER AGREEMENTS.
THE OCCURRENCE OF ANY DEFAULT (OR
SIMILAR TERM) IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT OR
CONDITION RELATING TO ANY NOW EXISTING OR FUTURE INDEBTEDNESS, PREFERRED EQUITY,
OR CONTINGENT OBLIGATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO HOLDER OR
OTHERWISE BEYOND THE RELEVANT STATED PERIOD OF GRACE (IF ANY), THE EFFECT OF
WHICH DEFAULT IS TO CAUSE, OR PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
OR BENEFICIARY OR BENEFICIARIES OF SUCH CONTINGENT OBLIGATION TO CAUSE, SUCH
INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY OR SUCH CONTINGENT
OBLIGATION TO BECOME PAYABLE;
(E)
BANKRUPTCY.
THE COMPANY OR ANY OF ITS SUBSIDIARIES SHALL
(I) APPLY FOR, CONSENT TO OR SUFFER TO EXIST THE APPOINTMENT OF, OR THE TAKING
OF POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE OR LIQUIDATOR OF ITSELF OR OF
ALL OR A SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, (III) COMMENCE A VOLUNTARY CASE UNDER THE FEDERAL
BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (IV) BE ADJUDICATED A BANKRUPT
OR INSOLVENT, (V) FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
PROVIDING FOR THE RELIEF OF DEBTORS, (VI) ACQUIESCE TO, WITHOUT CHALLENGE WITHIN
TEN (10) DAYS OF THE FILING THEREOF, OR FAILURE
2
TO HAVE DISMISSED, WITHIN THIRTY (30) DAYS, ANY PETITION FILED AGAINST IT IN ANY
INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR (VII) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING;
(F)
JUDGMENTS.
ATTACHMENTS OR LEVIES IN EXCESS OF $100,000
IN THE
AGGREGATE ARE MADE UPON THE COMPANY OR ANY OF ITS SUBSIDIARY'S ASSETS OR A
JUDGMENT IS RENDERED AGAINST THE COMPANY'S PROPERTY INVOLVING A LIABILITY OF
MORE THAN $100,000
WHICH SHALL NOT HAVE BEEN VACATED, DISCHARGED, STAYED OR
BONDED