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
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) DAYS; (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 BANK'S AFFILIATE; (C) BORROWER IS ENJOINED,
RESTRAINED, OR PREVENTED BY COURT ORDER FROM CONDUCTING A MATERIAL PART OF ITS
BUSINESS; (D) A JUDGMENT OR OTHER CLAIM IN EXCESS OF ONE HUNDRED THOUSAND
DOLLARS ($100,000) BECOMES A LIEN ON ANY OF BORROWER'S ASSETS; OR (E) 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) 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 (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.
IF BORROWER FAILS TO (A) MAKE ANY PAYMENT THAT
IS DUE AND PAYABLE WITH RESPECT TO ANY MATERIAL INDEBTEDNESS AND SUCH FAILURE
CONTINUES AFTER THE APPLICABLE GRACE OR NOTICE PERIOD, IF ANY, SPECIFIED IN THE
AGREEMENT OR INSTRUMENT RELATING THERETO, OR (B) PERFORM OR OBSERVE ANY OTHER
CONDITION OR COVENANT, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST UNDER
ANY AGREEMENT OR INSTRUMENT RELATING TO ANY MATERIAL INDEBTEDNESS, AND SUCH
FAILURE CONTINUES AFTER THE APPLICABLE GRACE OR NOTICE PERIOD, IF ANY, SPECIFIED
IN THE AGREEMENT OR INSTRUMENT RELATING THERETO AND THE EFFECT OF SUCH FAILURE,
EVENT OR CONDITION IS TO CAUSE THE HOLDER OR HOLDERS OF SUCH MATERIAL
INDEBTEDNESS TO ACCELERATE THE