BE MADE WHILE OF ANY OF THE CONDITIONS DESCRIBED
IN CLAUSE (A) EXIST AND/OR UNTIL ANY INSOLVENCY PROCEEDING IS DISMISSED);
8.6
OTHER AGREEMENTS.
THERE IS A DEFAULT IN ANY
AGREEMENT TO WHICH BORROWER OR ANY GUARANTOR IS A PARTY WITH A THIRD PARTY OR
PARTIES RESULTING IN A RIGHT BY SUCH THIRD PARTY OR PARTIES, WHETHER OR NOT
EXERCISED, WHICH RESULTS IN THE ACCELERATION OF THE MATURITY OF ANY INDEBTEDNESS
IN AN AMOUNT IN EXCESS OF ONE MILLION DOLLARS ($1,000,000.00) OR THAT COULD HAVE
A MATERIAL ADVERSE EFFECT ON BORROWER'S BUSINESS;
8.7
JUDGMENTS.
A JUDGMENT OR JUDGMENTS FOR THE
PAYMENT OF MONEY IN AN AMOUNT, INDIVIDUALLY OR IN THE AGGREGATE, OF AT LEAST ONE
MILLION DOLLARS ($1,000,000.00) (NOT COVERED BY INDEPENDENT THIRD-PARTY
INSURANCE) SHALL BE RENDERED AGAINST BORROWER AND SHALL REMAIN UNSATISFIED AND
UNSTAYED FOR A PERIOD OF THIRTY (30) DAYS AFTER THE ENTRY THEREOF (PROVIDED THAT
NO CREDIT EXTENSIONS WILL BE MADE PRIOR TO THE SATISFACTION OR STAY OF SUCH
JUDGMENT);
8.8
MISREPRESENTATIONS.
BORROWER OR ANY PERSON
ACTING FOR BORROWER MAKES ANY REPRESENTATION, WARRANTY, OR OTHER STATEMENT NOW
OR LATER IN THIS AGREEMENT, ANY LOAN DOCUMENT OR IN ANY WRITING DELIVERED TO
BANK OR TO INDUCE BANK TO ENTER THIS AGREEMENT OR ANY LOAN DOCUMENT, AND SUCH
REPRESENTATION, WARRANTY, OR OTHER STATEMENT IS INCORRECT IN ANY MATERIAL
RESPECT WHEN MADE;
8.9
SUBORDINATED DEBT.
A DEFAULT OR BREACH OCCURS
UNDER ANY AGREEMENT BETWEEN BORROWER AND ANY CREDITOR OF BORROWER THAT SIGNED A
SUBORDINATION, INTERCREDITOR, OR OTHER SIMILAR AGREEMENT WITH BANK, OR ANY
CREDITOR THAT HAS SIGNED SUCH AN AGREEMENT WITH BANK BREACHES ANY TERMS OF SUCH
AGREEMENT.
9
BANK'S RIGHTS AND REMEDIES
9.1
RIGHTS AND REMEDIES.
WHILE AN EVENT OF
DEFAULT OCCURS AND CONTINUES BANK MAY, WITHOUT NOTICE OR DEMAND, DO ANY OR ALL
OF THE FOLLOWING:
(A)
DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE (BUT IF
AN EVENT OF DEFAULT DESCRIBED IN SECTION 8.5 OCCURS ALL OBLIGATIONS ARE
IMMEDIATELY DUE AND PAYABLE WITHOUT ANY ACTION BY BANK);
(B)
STOP ADVANCING MONEY OR EXTENDING CREDIT FOR BORROWER'S
BENEFIT UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETWEEN BORROWER AND
BANK;
(C)
DEMAND THAT BORROWER (I) DEPOSITS CASH WITH BANK IN AN
AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF ANY LETTERS OF CREDIT REMAINING UNDRAWN,
AS COLLATERAL SECURITY FOR THE REPAYMENT OF ANY FUTURE DRAWINGS UNDER SUCH
LETTERS OF CREDIT, AND BORROWER SHALL FORTHWITH DEPOSIT AND PAY SUCH AMOUNTS,
AND (II) PAY IN ADVANCE ALL LETTER OF CREDIT FEES SCHEDULED TO BE PAID OR
PAYABLE OVER THE REMAINING TERM OF ANY LETTERS OF CREDIT;
(D)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT
DEBTORS FOR AMOUNTS ON TERMS AND IN ANY ORDER THAT BANK CONSIDERS ADVISABLE,
NOTIFY ANY PERSON OWING BORROWER MONEY OF BANK'S SECURITY INTEREST IN SUCH
FUNDS, AND VERIFY THE AMOUNT OF SUCH ACCOUNT;
(E)
MAKE ANY PAYMENTS AND DO ANY ACTS IT CONSIDERS NECESSARY OR
REASONABLE TO PROTECT THE COLLATERAL AND/OR ITS SECURITY INTEREST IN THE
COLLATERAL.
BORROWER SHALL ASSEMBLE THE COLLATERAL IF BANK REQUESTS AND MAKE