| 13. | Events of Default | All undertakings due or which may become due to Lender in accordance with the provisions of this Agreement, shall become immediately due and payable and, unless otherwise specifically stated herein, without presentment, demand or notice of any kind all of which are hereby waived, upon the occurrence of any one of the events described below or, to the extent any of the following provisions includes a grace period or a cure period, at the end of such grace period or cure period (each, an “Event of Default”): (a) The Borrower or any subsidiary thereof shall: (1) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, assets or rights, (2) be unable, or admit in writing as to its inability, to pay its debts generally as they mature, (3) make a general assignment for the benefit of all or any of its creditors, (4) commence any liquidation or dissolution process, (5) become insolvent (as such term may be defined or interpreted under any applicable law), (6) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar laws now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or any other proceedings commenced against it, (7) cease or terminate all or a substantial part of its business (except for cessation or termination which shall be Approved); or (8) take any action for the purpose of affecting any of the foregoing; (b) proceedings for the appointment of a receiver, trustee, liquidator, manager with respect to any proposed or actual arrangement with any creditors, or custodian or any other similar official of the Borrower or any subsidiary thereof or of all or a substantial part of the property or rights of any of them, the service of process seeking to attach, by trustee or similar process, any assets or rights of any of them, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to any of them or the debts thereof under any bankruptcy, insolvency or other similar Law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed within five (5) days of commencement; (c) Borrower or any subsidiary thereof shall fail to perform, violate or breach any of the terms, covenants, obligations or agreements contained in this Agreement, or any ancillary document related thereto, including, without limitation, failure to pay when due any principal, interest or other payment required under the terms of this Agreement on the date due, and does not cure such failure, violation or breach within three (3) days from the date on which the Lender has given a written notice of such failure, violation or breach; (d) any representation or warranty made or furnished now or later to Lender by Borrower or any subsidiary thereof herein or otherwise in connection with this Agreement, is false, incorrect, or misleading in any material respect when made or furnished; (e) any default or event of default shall occur under any indebtedness for borrowed money Borrower or any subsidiary thereof, or under the terms applicable to any other monetary obligation of any of them, and such default or event of default shall consist of the failure to pay such indebtedness or obligation at the maturity thereof (subject to any applicable grace period) or shall have continued unremedied for a period of time sufficient to permit acceleration of the maturity of such indebtedness or obligation; (f) (1) all or substantially all of the assets or rights of the Borrower or any subsidiary thereof is attached, seized, levied on, or comes into possession of a trustee or receiver; (2) Borrower or any subsidiary thereof is enjoined, restrained, or prevented by court order from conducting a material part of its business as now conducted or as contemplated to be conducted; or (3) a notice of lien, levy, or assessment is filed against Borrower's or any subsidiary thereof assets or rights by any person or entity; or (4) a lawsuit, claim, demand or order for the payment of money in excess of 100,000 USD shall be filed or rendered against or received by Borrower or any subsidiary thereof and the same shall remain in force for a period of 14 days thereafter; (g) Lenders representing a majority of the outstanding balance of all Loans and Previous Loans resolve, in writing, in their reasonable discretion, that any event or condition shall exist that has had or could be reasonably expected to have a Material Adverse Effect ("Material Adverse Effect" shall mean a material adverse effect on (i) the business, assets, operations, prospects or financial or other condition of Borrower or any subsidiary thereof and\or of an affiliate of any of them; (ii) the ability of any of the foregoing to pay and to perform their obligations in accordance with the terms of this Agreement and to avoid an Event of Default (as herein defined); or (iii) the rights and remedies of Lender under this Agreement, or any related document, instrument or agreement.). Upon any undertaking becoming due and payable as a result of any Event of Default as aforesaid, Borrower will forthwith pay Lender all undertakings due to Lender under this Agreement. Neither any course of dealing on the part of Lender nor any delay or failure on the part of Lender to exercise any right shall operate as a waiver of such right or otherwise prejudice Lender’s rights, powers and remedies; The Borrower hereby irrevocably and unconditionally appoints Lender (and acting pursuant to the election of Lender's representing the majority of the outstanding balance of all Loans and Previous Loans) as its lawful attorney-in-fact, exercisable and to be effective upon the occurrence and during the continuance of any Event of Default, to: (i) endorse its name on any checks or other forms of payment or security; (ii) settle and adjust disputes and claims about the rights and/or assets of the Borrower directly with any third party, for amounts and on terms Lender determines reasonable; (iii) make, settle, and adjust all claims under any insurance policies of Borrower, as applicable. |
