8.2
COVENANT DEFAULT.
(a) Borrower fails or neglects to perform any obligation in Sections 6.5, 6.7 or
6.9, or violates any covenant in Section 7; or
(b) Borrower fails to comply with the obligations set forth in Section 6.2,
provided that with respect to Borrower's obligations thereunder, not more than
once a year, Borrower shall have an additional ten (10) day period within which
to comply the reporting provisions thereof as long as Borrower provides written
notice of its intent to avail itself of such additional period and provides a
reasonable explanation therefor; or
(C) BORROWER FAILS OR NEGLECTS TO PERFORM, KEEP, OR OBSERVE ANY OTHER TERM,
PROVISION, CONDITION, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY
LOAN DOCUMENTS, AND AS TO ANY DEFAULT (OTHER THAN THOSE SPECIFIED IN THIS
SECTION 8) UNDER SUCH OTHER TERM, PROVISION, CONDITION, COVENANT OR AGREEMENT
THAT CAN BE CURED, HAS FAILED TO CURE THE DEFAULT WITHIN TEN (10) BUSINESS DAYS
AFTER THE OCCURRENCE THEREOF; PROVIDED, HOWEVER, THAT IF THE DEFAULT CANNOT BY
ITS NATURE BE CURED WITHIN THE TEN (10) BUSINESS DAY PERIOD OR CANNOT AFTER
DILIGENT ATTEMPTS BY BORROWER BE CURED WITHIN SUCH TEN (10) BUSINESS DAY PERIOD,
AND SUCH DEFAULT IS LIKELY TO BE CURED WITHIN A REASONABLE TIME, THEN BORROWER
SHALL HAVE AN ADDITIONAL PERIOD (WHICH SHALL NOT IN ANY CASE EXCEED THIRTY (30)
DAYS) TO ATTEMPT TO CURE SUCH DEFAULT, AND WITHIN SUCH REASONABLE TIME PERIOD
THE FAILURE TO CURE THE DEFAULT SHALL NOT BE DEEMED AN EVENT OF DEFAULT (BUT NO
CREDIT EXTENSIONS SHALL BE MADE UNTIL SUCH DEFAULT IS CURED).
GRACE PERIODS
PROVIDED UNDER THIS SECTION SHALL NOT APPLY, AMONG OTHER THINGS, TO FINANCIAL
COVENANTS OR ANY OTHER COVENANTS SET FORTH IN SUBSECTION (A) OR SUBSECTION
(B) ABOVE;
15
8.3
MATERIAL ADVERSE CHANGE.
A MATERIAL ADVERSE
CHANGE OCCURS;
8.4
ATTACHMENT; LEVY; RESTRAINT ON BUSINESS.
(A) (I) THE SERVICE OF PROCESS SEEKING TO ATTACH, BY TRUSTEE OR SIMILAR PROCESS,
ANY FUNDS OF BORROWER OR OF ANY ENTITY UNDER CONTROL OF BORROWER (INCLUDING A
SUBSIDIARY) ON DEPOSIT WITH BANK OR ANY BANK AFFILIATE, OR (II) A NOTICE OF
LIEN, LEVY, OR ASSESSMENT IS FILED AGAINST ANY OF BORROWER'S ASSETS BY ANY
GOVERNMENT AGENCY, AND THE SAME UNDER SUBCLAUSES (I) AND (II) HEREOF ARE NOT,
WITHIN TEN (10) DAYS AFTER THE OCCURRENCE THEREOF, DISCHARGED OR STAYED (WHETHER
THROUGH THE POSTING OF A BOND OR OTHERWISE); PROVIDED, HOWEVER, NO CREDIT
EXTENSIONS SHALL BE MADE UNTIL SUCH DEFAULT IS CURED; AND (B) (I) ANY MATERIAL
PORTION OF BORROWER'S ASSETS IS ATTACHED, SEIZED, LEVIED ON, OR COMES INTO
POSSESSION OF A TRUSTEE OR RECEIVER, OR (II) ANY COURT ORDER ENJOINS, RESTRAINS,
OR PREVENTS BORROWER FROM CONDUCTING ANY PART OF ITS BUSINESS;
8.5
INSOLVENCY.
(A) BORROWER IS UNABLE TO PAY ITS
DEBTS (INCLUDING TRADE DEBTS) AS THEY BECOME DUE OR OTHERWISE BECOMES INSOLVENT;
(B) BORROWER BEGINS AN INSOLVENCY PROCEEDING; OR (C) AN INSOLVENCY PROCEEDING IS
BEGUN AGAINST BORROWER AND NOT DISMISSED OR STAYED WITHIN FORTY-FIVE (45) DAYS
(BUT NO CREDIT EXTENSIONS SHALL BE