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c. Representations and Warranties.. Any representation, warranty, certificate, or
<br />other statement (financial or otherwise) made or furnished by or on behalf of
<br />Borrower.or a guarantor, if any, to Lender in or in connection with the Loan or
<br />any of the Loan Documents, or as an inducement to Lender to make the Loan,
<br />shall be false, incorrect incomplete or misleading in any material respect when
<br />made or furnished.
<br />d. Liens, Attachment; Condemnation. (i) The sequestration or attachment of, or
<br />any levy or execution. upon the assets of Borrower, which sequestration,
<br />attachment, levy or execution, is not released, expunged or dismissed within
<br />thirty (30) days and before the sale of the assets affected thereby;
<br />e. Death; Withdrawal. The death, retirement, incapacity, withdrawal or
<br />dissolution, as applicable, of Matthew F. Semler, principal of Borrower and
<br />guarantor;
<br />f. Transfer of Pro e~rty or Interest in Borrower. Borrower shall not, without the
<br />prior written consent of Lender, sell, transfer, mortgage, pledge, hypothecate,
<br />assign, encumber or otherwise dispose of, whether voluntarily, involuntarily
<br />or by operation of law, all or any part of its business assets (except for
<br />equipment and inventory in the ordinary course of its business), or sell,
<br />transfer, mortgage, pledge, hypothecate, assign,. encumber or otherwise
<br />dispose of, whether voluntarily, involuntarily or by .operation of law any
<br />interest (whether general or limited partnership interest, limited liability
<br />company interest, stock or otherwise) in Borrower;
<br />g. Adverse Financial Condition. Any change in the .financial condition of
<br />.Borrower, or, .guarantor, or -any other person or entity. from the condition
<br />shown on the financial statement(s) submitted to lender and relied upon by
<br />Lender in making the Loan which change has a Material Adverse Effect;
<br />h. Termination or Revocation of Guaranty. Any. guarantor shall terminate or
<br />revoke or attempt or purport to terminate or revoke its guaranty of Borrower's
<br />obligations to Lender;
<br />i. Voluntary Bankruptcy Insolvency Dissolution. (i) The filing of a petition by
<br />Borrower for relief under the Bankruptcy Reform Act of 1978 (11 USC §101-
<br />1330), or under any other present or future federal or state law regarding
<br />bankruptcy, reorganization or other debtor relief (the "Bankruptcy Code"); (ii)
<br />the filing of any pleading or an answer by Borrower in any involuntary
<br />proceeding. under the Bankruptcy Code or other debtor relief law which
<br />admits the jurisdiction of the court or the petition's material allegations
<br />regarding Borrower's insolvency; (iii) a general assignment by Borrower for
<br />the benefit of creditors; (iv) Borrower applying for,. or the reappointment of, a
<br />receiver, trustee, custodian or liquidator of Borrower or any of its property; or
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