SUCH
OBLIGATIONS ARE DUE AND PAYABLE (WHICH THREE (3) DAY GRACE PERIOD SHALL NOT
APPLY TO PAYMENTS DUE ON THE REVOLVING LINE MATURITY DATE).
DURING THE CURE
PERIOD, THE FAILURE TO CURE THE PAYMENT DEFAULT IS NOT AN EVENT OF DEFAULT (BUT
NO CREDIT EXTENSION WILL BE MADE DURING THE CURE PERIOD);
8.2
COVENANT DEFAULT.
(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5,
6.6, or 6.7, or violates any covenant in Section 7; or
(B) 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) 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 SET
FORTH IN SUBSECTION (A) ABOVE;
8.3
MATERIAL ADVERSE CHANGE.
A MATERIAL ADVERSE
CHANGE OCCURS;
8.4
ATTACHMENT.
(A) ANY MATERIAL PORTION OF
BORROWER'S ASSETS IS SEIZED, LEVIED ON, OR COMES INTO POSSESSION OF A TRUSTEE OR
RECEIVER; (B) 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;
(C) BORROWER IS ENJOINED, RESTRAINED, OR PREVENTED BY COURT ORDER FROM
CONDUCTING ANY PART OF ITS BUSINESS; OR (D) A NOTICE OF LIEN, LEVY, OR
ASSESSMENT IS FILED AGAINST ANY OF BORROWER'S ASSETS BY ANY GOVERNMENT AGENCY,
AND THE SAME UNDER CLAUSES (A) THROUGH (D) 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
DURING ANY TEN (10) DAY CURE PERIOD;
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 THIRTY (30) DAYS (BUT
NO CREDIT EXTENSIONS SHALL BE MADE WHILE OF ANY OF THE CONDITIONS DESCRIBED IN
CLAUSE (A) EXIST AND/OR UNTIL ANY INSOLVENCY PROCEEDING IS DISMISSED);
8.6
OTHER AGREEMENTS.
THERE IS A DEFAULT IN ANY
AGREEMENT TO