SHALL CONTINUE FOR A PERIOD OF THREE (3) DAYS FOLLOWING THE DATE
UPON WHICH ANY SUCH PAYMENT WAS DUE;
(II)
ANY MAKER FAILS TO COMPLY IN ANY MATERIAL
RESPECT WITH ANY PROVISION OF THIS NOTE AND SUCH FAILURE REMAINS UNREMEDIED FOR
FIFTEEN (15) DAYS AFTER THE OCCURRENCE THEREOF, OR IN THE CASE OF FAILURE TO
DELIVER A REQUIRED NOTICE, THREE (3) DAYS IF SUCH NOTICE RELATES TO AN EVENT OR
OCCURRENCE THAT CONSTITUTES, OR WITH THE PASSAGE OF TIME WOULD CONSTITUTE, AN
EVENT OF DEFAULT, OR TEN (10) DAYS FOR ANY OTHER NOTICE;
(III)
ANY REPRESENTATION OR WARRANTY MADE HEREIN
OR IN ANY OTHER DOCUMENT OR IN ANY CERTIFICATE FURNISHED TO THE PAYEE PURSUANT
HERETO OR THERETO OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY PROVES UNTRUE IN ANY MATERIAL RESPECT AS OF THE DATE OF THE ISSUANCE OR
MAKING OR DEEMED MAKING THEREOF;
(IV)
THIS NOTE OR ANY OF THE DOCUMENTS CONTEMPLATED
HEREBY SHALL FOR ANY REASON NOT BE OR SHALL CEASE TO BE IN FULL FORCE AND EFFECT
OR ARE DECLARED TO BE NULL AND
19
VOID, OR THE NOTE SHALL FOR ANY REASON FAIL TO CREATE A VALID AND PERFECTED
SECOND PRIORITY LIEN IN FAVOR OF THE PAYEE IN THE COLLATERAL PURPORTED TO BE
COVERED HEREBY EXCEPT AS EXPRESSLY PERMITTED BY THE TERMS HEREOF, OR ANY MAKER
TAKES ANY ACTION FOR THE PURPOSE OF TERMINATING, REPUDIATING OR RESCINDING THE
NOTE OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH BY IT OR ANY OF ITS
OBLIGATIONS HEREUNDER OR THEREUNDER;
(V)
DEFAULT SHALL OCCUR UNDER ANY INDEBTEDNESS
FOR BORROWED MONEY ISSUED, ASSUMED OR GUARANTEED BY ANY MAKER OR UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT UNDER WHICH THE SAME MAY BE ISSUED, AND
SUCH DEFAULT SHALL CONTINUE FOR A PERIOD OF TIME SUFFICIENT TO PERMIT THE
ACCELERATION OF THE MATURITY OF ANY SUCH INDEBTEDNESS FOR BORROWED MONEY
(WHETHER OR NOT SUCH MATURITY IS IN FACT ACCELERATED), OR ANY SUCH INDEBTEDNESS
FOR BORROWED MONEY SHALL NOT BE PAID WHEN DUE (WHETHER BY DEMAND, LAPSE OF TIME,
ACCELERATION OR OTHERWISE);
(VI)
ANY JUDGMENT OR JUDGMENTS, WRIT OR WRITS OR
WARRANT OR WARRANTS OF ATTACHMENT, OR ANY SIMILAR PROCESS OR PROCESSES, SHALL BE
ENTERED OR FILED AGAINST ANY MAKER, OR AGAINST ANY OF ITS PROPERTY, IN ANY
AGGREGATE AMOUNT IN EXCESS OF $50,000 (EXCEPT TO THE EXTENT FULLY COVERED BY
INSURANCE PURSUANT TO WHICH THE INSURER HAS NOT DENIED OR DISPUTED COVERAGE),
AND WHICH REMAINS UNDISCHARGED, UNVACATED, UNBONDED OR UNSTAYED FOR A PERIOD OF
THIRTY (30) DAYS;
(VII)
A CHANGE OF CONTROL OCCURS;
(VIII)
ANY MAKER SHALL (A) HAVE ENTERED INVOLUNTARILY
AGAINST IT AN ORDER FOR RELIEF UNDER THE UNITED STATES BANKRUPTCY CODE, AS
AMENDED, (B) NOT PAY, OR ADMIT IN WRITING ITS INABILITY TO PAY, ITS DEBTS
GENERALLY AS THEY BECOME DUE, (C) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, (D) APPLY FOR, SEEK, CONSENT TO OR ACQUIESCE IN, THE APPOINTMENT OF A
RECEIVER, CUSTODIAN, TRUSTEE, EXAMINER, LIQUIDATOR OR SIMILAR OFFICIAL FOR IT OR
ANY SUBSTANTIAL PART