BORROWER
OR GUARANTOR SHALL
FAIL TO PAY ANY DEBT OWED BY IT TO LENDER OR ANY OTHER PARTY OR IS IN DEFAULT
UNDER ANY AGREEMENT WITH LENDER OR ANY OTHER PARTY (OTHER THAN A FAILURE OR
DEFAULT FOR WHICH SUCH PARTY'S MAXIMUM LIABILITY DOES NOT EXCEED $10,000.00) AND
SUCH FAILURE OR DEFAULT CONTINUES AFTER ANY APPLICABLE GRACE PERIOD SPECIFIED IN
THE INSTRUMENT OR AGREEMENT RELATING THERETO;
(P)
JUDGMENTS.
ANY JUDGMENT OR ORDER FOR THE
PAYMENT OF MONEY IN EXCESS OF $100,000.00 NOT OTHERWISE COVERED BY INSURANCE
(WITH DEDUCTIBLES NOT TO EXCEED $100,000) SHALL BE RENDERED AGAINST BORROWER OR
GUARANTOR AND EITHER: (I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED BY
ANY CREDITOR UPON SUCH JUDGMENT OR ORDER; OR (II) THERE SHALL BE ANY PERIOD OF
TEN (10) CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT OR
ORDER, BY REASON OF A PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN EFFECT;
(Q)
ERISA.
IF AT ANY TIME DURING THE TERM OF
THE LOAN DOCUMENTS: (I) BORROWER IS IN BREACH OF ANY OF ITS REPRESENTATIONS AND
WARRANTIES IN SECTION 3.18 OR (II) BORROWER IS IN BREACH OR FAILS TO PERFORM ANY
OF ITS COVENANTS, AGREEMENTS AND OBLIGATIONS IN SECTION 7.12, OR (III) UPON
DELIVERY OF WRITTEN NOTICE TO BORROWER OF A DETERMINATION BY LENDER THAT IT IS
MORE LIKELY THAN NOT BORROWER IS OR WILL BE IN BREACH OF ANY SUCH
REPRESENTATIONS, WARRANTIES OR COVENANTS; PROVIDED HOWEVER, THERE SHALL BE NO
DEFAULT IF (I) BORROWER CAN DEMONSTRATE TO LENDER, WITHIN THIRTY (30) DAYS OF
DELIVERY OF SUCH NOTICE BASED UPON THE OPINION OF BORROWER'S COUNSEL
SATISFACTORY TO LENDER, THAT SUCH REPRESENTATIONS, WARRANTIES OR COVENANTS HAVE
NOT BEEN AND WILL NOT BE BREACHED, AND (II) BORROWER PROVIDES TO LENDER SUCH
ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS TO BE MADE A PART OF THIS
AGREEMENT WHICH ARE REASONABLY SATISFACTORY TO LENDER; OR
(R)
IMPAIRMENT OF SECURITY; LOSS OF
PRIORITY.
ANY LOAN DOCUMENT, OR ANY LIEN GRANTED THEREUNDER, SHALL (EXCEPT IN
ACCORDANCE WITH ITS TERMS), IN WHOLE OR IN PART, TERMINATE, CEASE TO BE
EFFECTIVE OR CEASE TO BE THE LEGALLY VALID, BINDING AND ENFORCEABLE OBLIGATION
OF ANY OBLIGOR PARTY THERETO; OR BORROWER, ANY BORROWER PARTY, GUARANTOR, OR ANY
OTHER PARTY SHALL, DIRECTLY OR INDIRECTLY, CONTEST IN ANY MANNER SUCH
EFFECTIVENESS, VALIDITY, BINDING NATURE OR ENFORCEABILITY; OR ANY LIEN SECURING
THE LOAN SHALL, IN WHOLE OR IN PART, CEASE TO BE A PERFECTED FIRST LIEN, SUBJECT
ONLY TO THE PERMITTED EXCEPTIONS.
ARTICLE XI
REMEDIES
Upon the happening of any Event of Default, Lender shall have the power, in
addition to all the remedies conferred upon Lender by law or equity or the terms
of any of the Loan
40
Documents, to exercise any or all of the following remedies concurrently or
successively without notice to Borrower:
SECTION 11.1
ACCELERATE THE
NOTE.
LENDER MAY DECLARE THE NOTE AND ALL OTHER AMOUNTS PAYABLE UNDER THE LOAN
DOCUMENTS TO BE, AND THE NOTE AND ALL OTHER AMOUNTS PAYABLE UNDER THE LOAN
DOCUMENTS SHALL THEREUPON BECOME, IMMEDIATELY