ANY DEFAULT IN
THE PAYMENT WHEN DUE, OR IN THE PERFORMANCE OR OBSERVANCE OF, ANY MATERIAL
OBLIGATION OF, OR CONDITION AGREED TO BY, ANY OBLIGOR WITH RESPECT TO ANY
MATERIAL PURCHASE OR LEASE OF GOODS OR SERVICES WHERE SUCH DEFAULT, SINGLY OR IN
THE AGGREGATE WITH ALL OTHER SUCH DEFAULTS, MIGHT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT, WHICH DEFAULT HAS NOT BEEN REMEDIED WITHIN 5 DAYS
AFTER THE DATE ON WHICH SUCH DEFAULT SHALL HAVE OCCURRED.
9.7
BANKRUPTCY, INSOLVENCY, ETC.
ANY OBLIGOR
BECOMES INSOLVENT OR GENERALLY FAILS TO PAY, OR ADMITS IN WRITING ITS INABILITY
OR REFUSAL TO PAY, DEBTS AS THEY BECOME DUE; OR ANY OBLIGOR APPLIES FOR,
CONSENTS TO, OR ACQUIESCES IN THE APPOINTMENT OF A TRUSTEE, RECEIVER OR OTHER
CUSTODIAN FOR SUCH OBLIGOR OR ANY PROPERTY THEREOF, OR MAKES A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR, IN THE ABSENCE OF SUCH APPLICATION,
CONSENT OR ACQUIESCENCE, A TRUSTEE, RECEIVER OR OTHER CUSTODIAN IS APPOINTED FOR
ANY OBLIGOR OR FOR A SUBSTANTIAL PART OF THE PROPERTY OF ANY THEREOF AND IS NOT
DISCHARGED WITHIN NINETY (90) DAYS; OR ANY BANKRUPTCY, REORGANIZATION, DEBT
31
ARRANGEMENT, OR OTHER CASE OR PROCEEDING UNDER ANY BANKRUPTCY OR INSOLVENCY LAW,
OR ANY DISSOLUTION OR LIQUIDATION PROCEEDING, IS COMMENCED IN RESPECT OF ANY
OBLIGOR, AND IF SUCH CASE OR PROCEEDING IS NOT COMMENCED BY SUCH OBLIGOR, IT IS
CONSENTED TO OR ACQUIESCED IN BY SUCH OBLIGOR, OR REMAINS UNDISMISSED FOR NINETY
(90) DAYS; OR ANY OBLIGOR TAKES ANY ACTION TO AUTHORIZE, OR IN FURTHERANCE OF,
ANY OF THE FOREGOING.
9.8
JUDGMENTS.
THE ENTRY OF ANY FINAL JUDGMENT,
DECREE, LEVY, ATTACHMENT, GARNISHMENT OR OTHER PROCESS, OR THE FILING OF ANY
LIEN AGAINST ANY OBLIGOR WHICH (A) IS NOT FULLY COVERED BY INSURANCE, AND SUCH
JUDGMENT OR OTHER PROCESS SHALL NOT HAVE BEEN, WITHIN THIRTY (30) DAYS FROM THE
ENTRY THEREOF, (I) BONDED OVER TO THE SATISFACTION OF THE BANK AND APPEALED,
(II) VACATED, OR (III) DISCHARGED AND (B) COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
9.9
CHANGE IN CONTROL.
THE OCCURRENCE OF ANY
CHANGE IN CONTROL.
9.10
MATERIAL ADVERSE EFFECT.
THE OCCURRENCE OF ANY
EVENT WHICH HAS A MATERIAL ADVERSE EFFECT ON THE BORROWER.
SECTION 10
REMEDIES.
10.1
RIGHTS AND REMEDIES.
UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, THE BANK SHALL HAVE ALL RIGHTS, POWERS AND REMEDIES SET FORTH
IN THE LOAN DOCUMENTS, IN ANY WRITTEN AGREEMENT OR INSTRUMENT (OTHER THAN THIS
AGREEMENT OR THE LOAN DOCUMENTS) RELATING TO ANY OF THE OBLIGATIONS OR ANY
SECURITY HEREFORE, AS A SECURED PARTY UNDER THE UCC OR AS OTHERWISE PROVIDED AT
LAW OR IN EQUITY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BANK
MAY, AT ITS OPTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, DECLARE ITS
COMMITMENTS TO THE BORROWER TO BE TERMINATED AND ALL OBLIGATIONS TO BE
IMMEDIATELY DUE AND PAYABLE, PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER SECTIONS 9.6, 9.7, 9.8 OR 9.10, ALL COMMITMENTS OF THE
BANK