the following events shall constitute an Event of Default hereunder:
(A)
BORROWER SHALL FAIL TO PAY ANY INSTALLMENT OF
PRINCIPAL OR INTEREST OR FEE OR ANY OTHER AMOUNT PAYABLE UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AS AND WHEN THE SAME BECOMES DUE.
(B)
ANY BORROWER PARTY SHALL FAIL TO PAY, PERFORM
OR OBSERVE ANY OTHER OBLIGATION, CONDITION, OR COVENANT TO BE OBSERVED OR
PERFORMED BY IT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND SUCH
FAILURE SHALL CONTINUE FOR TEN (10) DAYS (OR SUCH LONGER PERIOD UP TO THIRTY
(30) DAYS IF SUCH FAILURE IS NOT CAPABLE OF BEING CURED WITHIN TEN (10) DAYS,
PROVIDED THAT BORROWER PARTY HAS COMMENCED AND CONTINUES TO DILIGENTLY PURSUE
CURE OF SUCH FAILURE) AFTER:
(1)
NOTICE OF SUCH FAILURE FROM BANK;
(2)
ANY RESPONSIBLE OFFICER KNOWS OF ANY SUCH
FAILURE; OR
(3)
BANK IS NOTIFIED OF SUCH FAILURE OR SHOULD
HAVE BEEN SO NOTIFIED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
(C)
THERE SHALL OCCUR ANY DEFAULT OR EVENT OF
DEFAULT AS DEFINED AND PROVIDED UNDER ANY OTHER LOAN DOCUMENT.
(D)
THERE SHALL OCCUR ANY DEFAULT OR EVENT OF
DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE AND CURE PERIOD) UNDER ANY
AGREEMENT OF ANY BORROWER PARTY WITH ANY PERSON AND RELATING TO THE BORROWING OF
MONEY.
(E)
THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONTESTED BY ANY BORROWER PARTY,
AND/OR ANY BORROWER PARTY SHALL DENY THAT IT HAS ANY OR FURTHER LIABILITY OR
OBLIGATION HEREUNDER OR THEREUNDER.
(F)
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY
BORROWER OF THIS AGREEMENT, ANY RIGHTS HEREUNDER, OR ANY ADVANCE TO BE MADE
HEREUNDER, OR THE CONVEYANCE, LEASE, MORTGAGE, OR ANY OTHER ALIENATION OR
ENCUMBRANCE OF THE COLLATERAL OR ANY INTEREST THEREIN WITHOUT THE PRIOR WRITTEN
CONSENT OF BANK, EXCEPT FOR TRANSFERS PERMITTED HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT.
(G)
EXCEPT AS OTHERWISE PERMITTED HEREIN, THE
TRANSFER OF BORROWER'S INTEREST IN, OR RIGHTS UNDER, THIS AGREEMENT BY OPERATION
OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, SUCH TRANSFER BY BORROWER AS
DEBTOR IN POSSESSION UNDER THE BANKRUPTCY CODE, OR BY A
54
TRUSTEE FOR BORROWER UNDER THE BANKRUPTCY CODE, TO ANY THIRD PERSON, WHETHER OR
NOT THE OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT ARE ASSUMED BY SUCH THIRD
PERSON.
(H)
THE INSTITUTION OF A FORECLOSURE OR OTHER
POSSESSORY ACTION AGAINST THE COLLATERAL OR ANY PART THEREOF, EXCEPT WHERE SUCH
ACTION WOULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(I)
THE DEATH OR DISSOLUTION OF ANY BORROWER
PARTY, OR ANY CHANGE IN CONTROL.
(J)
ANY FINANCIAL STATEMENT, REPRESENTATION,
WARRANTY OR CERTIFICATE MADE OR FURNISHED BY ANY BORROWER PARTY TO BANK IN
CONNECTION WITH THIS AGREEMENT, OR AS INDUCEMENT TO BANK TO ENTER INTO THIS
AGREEMENT, OR IN ANY SEPARATE STATEMENT OR DOCUMENT TO BE DELIVERED HEREUNDER TO
BANK, SHALL BE MATERIALLY FALSE, INCORRECT, OR INCOMPLETE WHEN MADE.
(K)
THE OCCURRENCE OF ANY EVENT, ACT, CONDITION OR
OCCURRENCE OF WHATEVER NATURE WHEREIN THE