THE QUARTER ENDED SEPTEMBER 30, 2005 BY
GROSSING-UP THE APPLICABLE
COMPONENT RESULTS FROM THE CLOSING DATE THROUGH THE
LAST DAY OF SUCH QUARTER TO A QUARTERLY AMOUNT AND (II) SHALL, PRIOR TO JUNE 30,
2006, BE DETERMINED FOR THE PERIODS ENDING ON SEPTEMBER 30, 2005, DECEMBER 31,
2005 AND MARCH 31, 2005 ON AN ANNUALIZED BASIS; E.G.: FOR THE PERIOD ENDING
SEPTEMBER 30, 2005, RESULTS FOR THE QUARTER WILL BE ANNUALIZED BY MULTIPLYING
SUCH RESULTS BY FOUR; FOR THE PERIOD ENDING DECEMBER 31, 2005, RESULTS FOR THE
TWO-QUARTER PERIOD WILL BE ANNUALIZED BY MULTIPLYING SUCH RESULTS BY TWO; AND
FOR THE PERIOD ENDING MARCH 31, 2006, RESULTS FOR THE THREE-QUARTER PERIOD WILL
BE ANNUALIZED BY MULTIPLYING SUCH RESULTS BY ONE AND ONE-THIRD.
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01
Events of Default.
Any of the following shall
constitute an Event of Default:
73
(A)
NON-PAYMENT.
THE BORROWER OR ANY OTHER LOAN PARTY
FAILS TO PAY (I) WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL
OF ANY LOAN OR ANY L/C OBLIGATION, OR (II) WITHIN THREE BUSINESS DAYS AFTER THE
SAME BECOMES DUE, ANY INTEREST ON ANY LOAN OR ON ANY L/C OBLIGATION, OR ANY FEE
DUE HEREUNDER, OR (III) WITHIN FIVE
BUSINESS DAYS AFTER THE SAME BECOMES DUE,
ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
THE BORROWER FAILS TO PERFORM
OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTIONS 6.03,
6.05(A), 6.10, 6.11 OR 6.12 OR ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM
OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION (A) OR
(B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR
OBSERVED AND SUCH FAILURE CONTINUES FOR 30 DAYS AFTER THE EARLIER OF (I) THE
DATE ON WHICH THE ADMINISTRATIVE AGENT NOTIFIES BORROWER OF SUCH FAILURE OR (II)
THE DATE ON WHICH A RESPONSIBLE OFFICER OF ANY LOAN PARTY FIRST BECOMES AWARE OF
SUCH FAILURE; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE
BY OR ON BEHALF OF THE BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER
LOAN DOCUMENT, OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH
SHALL BE INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED
MADE; OR
(E)
CROSS-DEFAULT.
(I) THE BORROWER OR ANY
RESTRICTED SUBSIDIARY (A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY
SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN
RESPECT OF ANY INDEBTEDNESS OR GUARANTEE (OTHER THAN INDEBTEDNESS HEREUNDER AND
INDEBTEDNESS UNDER HEDGING CONTRACTS) HAVING AN AGGREGATE PRINCIPAL AMOUNT
(INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO
ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN
THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR
CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR GUARANTEE OR CONTAINED IN ANY
INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING