EXHIBIT F) TO PERFORM REMAINS IN EFFECT FOR A
PERIOD OF 10 DAYS.
(C)
ANY MATERIAL PORTION OF THE BORROWERS' ASSETS IS SEIZED, ATTACHED,
SUBJECTED TO A WRIT OR DISTRESS WARRANT, IS LEVIED UPON OR COMES INTO THE
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 THE 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.
18
(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