BORROWER
INTO BORROWER'S SUBSIDIARIES IN AMOUNTS EXCEEDING
$5,000,000 IN ANY CALENDAR YEAR; (III) ALLOW ANY OF BORROWER'S SUBSIDIARIES
COLLECTIVELY WITH BORROWER TO MAKE INFUSIONS OF CAPITAL INTO BORROWER'S
SUBSIDIARIES IN AMOUNTS EXCEEDING $10,000,000 IN THE AGGREGATE IN ANY CALENDAR
YEAR (PROVIDED SUCH INFUSIONS OF CAPITAL ARE NOT PROHIBITED BY SECTION 7.6(II)
ABOVE); OR (IV) PAY ANY DIVIDENDS OR MAKE ANY DISTRIBUTION OR PAYMENT OR REDEEM,
RETIRE OR PURCHASE ANY CAPITAL STOCK.
7.7
­TRANSACTIONS WITH AFFILIATES.
DIRECTLY OR INDIRECTLY ENTER OR
PERMIT ANY MATERIAL TRANSACTION WITH ANY AFFILIATE, EXCEPT TRANSACTIONS THAT ARE
IN THE ORDINARY COURSE OF BORROWER'S BUSINESS, UPON FAIR AND REASONABLE TERMS
THAT ARE NO LESS FAVORABLE TO BORROWER THAN WOULD BE OBTAINED IN AN ARM'S LENGTH
TRANSACTION WITH A NON-AFFILIATED PERSON.
8
7.8
­SUBORDINATED DEBT.
MAKE OR PERMIT ANY PAYMENT ON ANY
SUBORDINATED DEBT, EXCEPT UNDER THE TERMS OF THE SUBORDINATED DEBT, OR AMEND ANY
PROVISION IN ANY DOCUMENT RELATING TO THE SUBORDINATED DEBT.
7.9
­COMPLIANCE.
BECOME AN "INVESTMENT COMPANY" OR A COMPANY
CONTROLLED BY AN "INVESTMENT COMPANY", UNDER THE INVESTMENT COMPANY ACT OF 1940
OR UNDERTAKE AS ONE OF ITS IMPORTANT ACTIVITIES EXTENDING CREDIT TO PURCHASE OR
CARRY MARGIN STOCK, OR USE THE PROCEEDS OF ANY CREDIT EXTENSION FOR THAT
PURPOSE; FAIL TO MEET THE MINIMUM FUNDING REQUIREMENTS OF ERISA, PERMIT A
REPORTABLE EVENT OR PROHIBITED TRANSACTION, AS DEFINED IN ERISA, TO OCCUR; FAIL
TO COMPLY WITH THE FEDERAL FAIR LABOR STANDARDS ACT OR VIOLATE ANY OTHER LAW OR
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) BUSINESS DAYS AFTER THEIR DUE DATE. DURING THE ADDITIONAL
PERIOD THE FAILURE TO CURE THE DEFAULT IS NOT AN EVENT OF DEFAULT (BUT NO CREDIT
EXTENSION SHALL BE MADE DURING THE CURE PERIOD);
8.2
COVENANT DEFAULT.
BORROWER DOES NOT PERFORM ANY OBLIGATION IN
SECTION 6 OR VIOLATES ANY COVENANT IN SECTION 7 OR DOES NOT PERFORM OR OBSERVE
ANY OTHER MATERIAL TERM, CONDITION OR COVENANT IN THIS AGREEMENT, ANY LOAN
DOCUMENTS, OR IN ANY AGREEMENT BETWEEN BORROWER AND BANK AND AS TO ANY DEFAULT
UNDER A TERM, CONDITION OR COVENANT THAT CAN BE CURED, HAS NOT CURED THE DEFAULT
WITHIN TEN (10) DAYS AFTER IT OCCURS, OR IF THE DEFAULT CANNOT BE CURED WITHIN
TEN (10) DAYS OR CANNOT BE CURED AFTER BORROWER'S ATTEMPTS IN THE TEN (10) DAY
PERIOD, AND THE DEFAULT MAY BE CURED WITHIN A REASONABLE TIME, THEN BORROWER
SHALL HAVE ADDITIONAL TIME, (OF NOT MORE THAN THIRTY (30) DAYS) TO ATTEMPT TO
CURE THE DEFAULT.
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