SHARES OF CAPITAL STOCK
OF SUCH BORROWER;
(E)
LIMITATION ON INVESTMENTS, LOANS AND
ADVANCES.
MAKE ANY ADVANCE, INVESTMENT, LOAN, EXTENSION OF CREDIT OR CAPITAL
CONTRIBUTION TO, IN OR FOR THE BENEFIT OF ANY PERSON, EXCEPT DEPOSIT ACCOUNTS
WITH ONE OR MORE THIRD-PARTY FINANCIAL INSTITUTIONS;
(F)
TRANSACTIONS WITH AFFILIATES.
ENTER INTO
ANY TRANSACTION, INCLUDING ANY PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY OR
THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE; OR
(G)
DIVIDENDS.
MAKE DIVIDENDS (IN CASH,
PROPERTY OR OBLIGATIONS) ON, OR OTHER PAYMENTS OR DISTRIBUTIONS ON ACCOUNT OF,
OR SET APART OF MONEY FOR A SINKING OR OTHER ANALOGOUS FUND FOR, OR PURCHASE,
REDEEM, RETIRE OR OTHERWISE ACQUIRE ANY SHARES OF CAPITAL STOCK OF SUCH BORROWER
OR OF ANY WARRANTS, OPTIONS OR OTHER RIGHTS TO ACQUIRE THE SAME (OR TO MAKE ANY
PAYMENTS TO ANY PERSON SUCH AS "PHANTOM STOCK" PAYMENTS, WHERE THE AMOUNT
THEREOF IS CALCULATED WITH REFERENCE TO THE FAIR MARKET OR EQUITY VALUE OF SUCH
BORROWER).
Notwithstanding the foregoing, nothing contained herein shall limit the
Borrowers' obligations to make payments in respect of the Loan.
SECTION 11.
Events of Default.
(A)
EACH OF THE FOLLOWING EVENTS SHALL BE AN
"EVENT OF DEFAULT" HEREUNDER:
(I)
ANY PRINCIPAL OR INTEREST DUE UNDER THIS NOTE, INCLUDING ANY
MANDATORY PREPAYMENTS THEREOF, SHALL NOT HAVE BEEN PAID IN FULL WHEN AND AS THE
SAME SHALL BECOME DUE AND PAYABLE;
19
(II)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY A LOAN
PARTY IN OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS, OR ANY
REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION CONTAINED IN ANY REPORT,
CERTIFICATE, FINANCIAL STATEMENT OR OTHER INSTRUMENT FURNISHED BY A LOAN PARTY
IN CONNECTION WITH OR PURSUANT TO THE LOAN DOCUMENTS, SHALL PROVE TO HAVE BEEN
FALSE OR MISLEADING IN ANY MATERIAL RESPECT WHEN SO MADE, DEEMED MADE OR
FURNISHED;
(III)
(A) THE BORROWERS SHALL BE IN MATERIAL BREACH OF ANY COVENANT,
PROVISION, AGREEMENT, REPRESENTATION OR WARRANTY UNDER SECTIONS 9(D)(I),
9(E)(I)(A) OR 10 HEREOF OR (B) THE GUARANTORS SHALL BE IN MATERIAL BREACH OF ANY
COVENANT, PROVISION, AGREEMENT, REPRESENTATION OR WARRANTY UNDER SECTIONS
11(A) OR 13 OF THE GUARANTEE;
(IV)
THE LOAN PARTIES OR THEIR SUBSIDIARIES SHALL BE IN MATERIAL BREACH
OF ANY OTHER COVENANT, PROVISION, AGREEMENT, REPRESENTATION OR WARRANTY UNDER
THE LOAN DOCUMENTS (OTHER THAN AS SET FORTH IN CLAUSES (I), (II) OR
(III) ABOVE), AND SUCH BREACH SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 10
BUSINESS DAYS AFTER THE OCCURRENCE THEREOF;
(V)
ANY BORROWER SHALL BECOME THE SUBJECT OF A BORROWER BANKRUPTCY
EVENT;
(VI)
JUDGMENTS AGAINST, OR WITH RESPECT TO THE PROPERTY OF, ANY OF THE
BORROWERS IN EXCESS OF $100,000 IN THE AGGREGATE (EXCLUSIVE OR IN EXCESS OF
JUDGMENT AMOUNTS TO THE EXTENT COVERED BY INSURANCE OR INDEMNIFICATION OF
CREDITWORTHY THIRD PARTIES) SHALL BE RENDERED BY ONE OR MORE COURTS,
ADMINISTRATIVE TRIBUNALS OR OTHER BODIES HAVING JURISDICTION AGAINST, AND THE
SAME SHALL NOT BE DISCHARGED (OR PROVISION SHALL NOT BE MADE FOR SUCH
DISCHARGE), OR A STAY OF EXECUTION THEREOF SHALL NOT BE