REGULATION, IF THE VIOLATION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON BORROWER'S BUSINESS OR OPERATIONS OR WOULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE, OR PERMIT ANY OF ITS SUBSIDIARIES
TO DO SO.
8
EVENTS OF DEFAULT
Any one of the following is an Event of Default:
8.1
PAYMENT DEFAULT.
BORROWER FAILS TO PAY ANY OF
THE OBLIGATIONS WITHIN THREE (3) DAYS AFTER THEIR DUE DATE. DURING SUCH THREE
(3) DAY PERIOD THE FAILURE TO CURE THE DEFAULT SHALL NOT CONSTITUTE AN EVENT OF
DEFAULT (BUT NO CREDIT EXTENSION SHALL BE MADE DURING SUCH PERIOD);
8.2
COVENANT DEFAULT.
(I)
BORROWER FAILS OR
NEGLECTS TO PERFORM ANY OBLIGATION IN SECTIONS 6.2, 6.6, OR 6.7, OR VIOLATES ANY
COVENANT IN SECTION 7;
OR (II)
BORROWER FAILS OR NEGLECTS TO PERFORM, KEEP, OR
OBSERVE ANY OTHER MATERIAL TERM, PROVISION, CONDITION, COVENANT OR AGREEMENT
CONTAINED IN THIS AGREEMENT, ANY LOAN DOCUMENTS, AND AS TO ANY DEFAULT UNDER
SUCH OTHER MATERIAL TERM, PROVISION, CONDITION, COVENANT OR AGREEMENT THAT CAN
BE CURED, HAS FAILED TO CURE THE DEFAULT WITHIN TEN (10) DAYS AFTER THE
OCCURRENCE THEREOF; PROVIDED, HOWEVER, THAT IF THE DEFAULT CANNOT BY ITS NATURE
BE CURED WITHIN THE TEN (10) DAY PERIOD OR CANNOT AFTER DILIGENT ATTEMPTS BY
BORROWER BE CURED WITHIN SUCH TEN (10) 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
DURING SUCH CURE PERIOD).
GRACE PERIODS PROVIDED UNDER THIS SECTION SHALL NOT
APPLY, AMONG OTHER THINGS, TO FINANCIAL COVENANTS OR ANY OTHER COVENANTS THAT
ARE REQUIRED TO BE SATISFIED, COMPLETED OR TESTED BY A DATE CERTAIN;
9
8.3
MATERIAL ADVERSE CHANGE.
A MATERIAL ADVERSE
CHANGE OCCURS;
8.4
ATTACHMENT.
(I) ANY MATERIAL PORTION OF
BORROWER'S ASSETS IS ATTACHED, SEIZED, LEVIED ON, OR COMES INTO POSSESSION OF A
TRUSTEE OR RECEIVER AND THE ATTACHMENT, SEIZURE OR LEVY IS NOT REMOVED IN TEN
(10) BUSINESS DAYS; (II) BORROWER IS ENJOINED, RESTRAINED, OR PREVENTED BY COURT
ORDER FROM CONDUCTING A MATERIAL PART OF ITS BUSINESS; (III) A JUDGMENT OR OTHER
CLAIM BECOMES A LIEN ON A MATERIAL PORTION OF BORROWER'S ASSETS; OR (IV) A
NOTICE OF LIEN, LEVY, OR ASSESSMENT IS FILED AGAINST ANY OF BORROWER'S ASSETS BY
ANY GOVERNMENT AGENCY AND NOT PAID WITHIN TEN (10) BUSINESS DAYS AFTER BORROWER
RECEIVES NOTICE.
THESE ARE NOT EVENTS OF DEFAULT IF STAYED OR IF A BOND IS
POSTED PENDING CONTEST BY BORROWER (BUT NO CREDIT EXTENSIONS SHALL BE MADE
DURING THE CURE PERIOD);
8.5
INSOLVENCY.
(I) BORROWER IS UNABLE TO PAY ITS
DEBTS (INCLUDING TRADE DEBTS) AS THEY BECOME DUE OR OTHERWISE BECOMES INSOLVENT;
(II) BORROWER BEGINS AN INSOLVENCY PROCEEDING; OR (III) AN INSOLVENCY PROCEEDING
IS BEGUN AGAINST BORROWER AND NOT DISMISSED OR