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advances by Lender to Borrower shall, at Lender's option, <br />terminate forthwith, upon the occurrence of any one or more of <br />the following ("Events of Default"): <br />(a) Borrower or Guarantors shall be in default in the <br />payment of the Obligations when due; <br />(b) Guarantors shall fail to observe or perform any <br />covenant or agreement contained herein or in any of the other <br />Financing Agreements; or <br />(c) Guarantors or any other guarantor, endorser or <br />person liable on the Obligations shall terminate or breach any of <br />the terms, covenants, conditions or provisions of any guarantee, <br />endorsement or other agreement of such person with, or in favor <br />of, Lender; or <br />(d) any representation, warranty or statement of fact <br />made to Lender at any time by or on behalf of Guarantors is false <br />or misleading in any material respect; or <br />(e) Guarantors or any other guarantor, endorser or <br />person liable on the Obligations shall make a general assignment <br />for the benefit of creditors, suspend or discontinue doing <br />business for any reason, or any trustee, receiver, custodian or <br />liquidator shall be appointed for it or them or all or any part of <br />its or their properties or assets; or <br />(f) a judgement is rendered against any of Guarantors <br />or any other guarantor, endorser or other person liable on the <br />obligations in excess of 5250,000 in any one case or in excess of <br />$500,000 in the aggregate and the same shall remain undercharged <br />for a period in excess of thirty (30) days or execution shall at <br />any time not be effectively stayed; or <br />(g) Guarantors or any other guarantor, endorser or <br />person liable on the Obligations shall default in the payment of <br />any amounts at any time due on any Indebtedness owed by it to any <br />one person in an amount equal to or in excess of $25,000 or in the <br />performance of any of the other terms or covenants of any evidence <br />of such Indebtedness or of any mortgage, security agreement, <br />indenture, pledge or other agreement relating thereto or securing <br />such indebtedness or with respect to any contract, lease, license <br />or other agreement with any person other than Lender (other than <br />such defaults existing as of the date hereof set forth on Exhibit <br />E hereto and/or for the breach of a provision relating to the <br />commencement of the Chapter 11 Cases); or <br />(h) the occurrence of any condition or event which <br />permits Lender to exercise any of the remedies set forth in the <br />Financing Order, including, without limitation, any 'Event of <br />Default" as defined in the Financing Order; or <br />- 15 - <br />