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;
11
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 TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000) 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 MATURITY OF SUCH
MATERIAL INDEBTEDNESS OR CAUSE THE MANDATORY REPURCHASE OF ANY MATERIAL
INDEBTEDNESS;
8.7
JUDGMENTS. A JUDGMENT OR JUDGMENTS FOR THE
PAYMENT OF MONEY IN AN AMOUNT, INDIVIDUALLY OR IN THE AGGREGATE, OF AT LEAST
FIFTY THOUSAND DOLLARS ($50,000) (NOT COVERED BY INDEPENDENT THIRD-PARTY
INSURANCE) SHALL BE RENDERED AGAINST BORROWER AND SHALL REMAIN UNSATISFIED AND
UNSTAYED FOR A PERIOD OF TEN (10) DAYS AFTER THE ENTRY THEREOF (PROVIDED THAT NO
CREDIT EXTENSIONS WILL BE MADE PRIOR TO THE SATISFACTION OR STAY OF SUCH
JUDGMENT);
8.8
MISREPRESENTATIONS. BORROWER OR ANY PERSON
ACTING FOR BORROWER MAKES ANY REPRESENTATION, WARRANTY, OR OTHER STATEMENT NOW
OR LATER IN THIS AGREEMENT, ANY LOAN