THE BORROWER TO THE LENDER (I) WITHIN TWO (2) DAYS OF THE DATE
WHEN SUCH PAYMENT IS DUE, OR (II) ON DEMAND, IF SUCH PAYMENT IS DUE ON DEMAND.
(B)
THE BORROWER SHALL FAIL TO OBSERVE OR
PERFORM ANY COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR IN ANY
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION THEREWITH AND THE
EXPIRATION OF THIRTY (30) DAYS FROM WRITTEN NOTICE OF SUCH FAILURE.
(C)
ANY WARRANTY, REPRESENTATION OR STATEMENT
MADE OR FURNISHED TO THE LENDER BY OR ON BEHALF OF THE BORROWER PROVES TO HAVE
BEEN FALSE IN ANY MATERIAL RESPECT WHEN MADE OR FURNISHED OR DEEMED MADE.
(D)
ANY EVENT WHICH RESULTS IN THE ACCELERATION
OF THE MATURITY OF THE INDEBTEDNESS OF THE BORROWER TO OTHERS FOR BORROWED MONEY
IN EXCESS OF $100,000.00 UNDER ANY INDENTURE, AGREEMENT, UNDERTAKING OR
OTHERWISE, OR WHICH WOULD PERMIT THE HOLDERS OF SUCH INDEBTEDNESS TO ACCELERATE
THE MATURITY THEREOF.
(E)
THE ACQUISITION BY ANY PERSON OR ENTITY OF
15% OR MORE OF ANY VOTING EQUITY SECURITY OF THE BORROWER OR ITS AFFILIATES.
(F)
DISSOLUTION, TERMINATION OF EXISTENCE,
INSOLVENCY, OR BUSINESS FAILURE OF THE BORROWER.
(G)
THE BORROWER SHALL: (I) CEASE, BE UNABLE, OR
ADMIT IN WRITING ITS INABILITY, TO PAY ITS DEBTS AS THEY MATURE, OR MAKE A
GENERAL ASSIGNMENT FOR THE BENEFIT OF, OR ENTER INTO ANY COMPOSITION, TRUST
MORTGAGE OR OTHER ARRANGEMENT WITH CREDITORS; (II) APPLY FOR, OR CONSENT (BY
ADMISSION OF MATERIAL ALLEGATIONS OF A PETITION OR OTHERWISE) TO THE APPOINTMENT
OF A RECEIVER, TRUSTEE OR LIQUIDATOR OF THE BORROWER OR OF A SUBSTANTIAL PART OF
ITS ASSETS, OR AUTHORIZE SUCH APPLICATION OR CONSENT, OR PROCEEDINGS SEEKING
SUCH APPOINTMENT SHALL BE COMMENCED AGAINST THE BORROWER AND CONTINUE
UNDISMISSED FOR SIXTY (60) DAYS; OR (III) APPLY FOR, OR CONSENT (BY ADMISSION OF
MATERIAL ALLEGATIONS OF A PETITION OR OTHERWISE) TO THE APPLICATION OF
7
ANY BANKRUPTCY, REORGANIZATION, READJUSTMENT OF DEBT, INSOLVENCY, DISSOLUTION,
LIQUIDATION OR OTHER SIMILAR LAW OF ANY JURISDICTION, OR AUTHORIZE SUCH
APPLICATION OR CONSENT, OR PROCEEDINGS TO SUCH END SHALL BE INSTITUTED AGAINST
THE BORROWER AND REMAIN UNSTAYED AND UNDISMISSED FOR SIXTY (60) DAYS, BE
APPROVED AS PROPERLY INSTITUTED OR RESULT IN ADJUDICATION OF BANKRUPTCY OR
INSOLVENCY.
(H)
THE OCCURRENCE OF AN EVENT OF DEFAULT OR
DEFAULT UNDER ANY OTHER AGREEMENT BETWEEN THE BORROWER AND THE LENDER OR ANY
AFFILIATE OF THE LENDER, OR INSTRUMENT OR PAPER GIVEN TO THE LENDER BY THE
BORROWER IN EACH CASE EVIDENCING OR EFFECTUATING THIS AGREEMENT AS AMENDED FROM
TIME TO TIME.
(I)
THE OCCURRENCE OF AN IMPAIRMENT OF THE
COLLATERAL WHICH CAUSES THE LENDER TO REASONABLY BELIEVE THAT IT IS INSECURE.
7.2
ACCELERATION AND DEFAULT RATE.
UPON THE OCCURRENCE OF ANY EVENT
OF DEFAULT, ALL COMMITMENTS OF THE LENDER TO THE BORROWER SHALL IMMEDIATELY
TERMINATE AND ALL LIABILITIES OF THE BORROWER TO THE LENDER SHALL, AT THE
LENDER'S OPTION AND WITHOUT DEMAND, AND NOTWITHSTANDING ANY TERMS OF PAYMENT IN
ANY NOTE OR OTHER INSTRUMENT EVIDENCING SUCH LIABILITIES, BECOME IMMEDIATELY DUE
AND PAYABLE.
UPON THE OCCURRENCE