EFFECT OF ALL HEDGE AGREEMENTS, WHETHER FIXED TO FLOATING OR
FLOATING TO FIXED), (C) THE CONVERTIBLE DEBENTURES OPTIONS TRANSACTIONS,
(D) HEDGE AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY HEDGE OR MITIGATE
RISKS ASSOCIATED WITH ANY PERMITTED ADDITIONAL SUBORDINATED DEBT THAT IS
CONVERTIBLE INTO EQUITY INTERESTS OF HOLDINGS, WHICH HEDGE AGREEMENTS ARE, OTHER
THAN WITH RESPECT TO PRICING TERMS, SUBSTANTIALLY SIMILAR TO THE CONVERTIBLE
DEBENTURES OPTIONS TRANSACTIONS AND (E) OTHER HEDGE AGREEMENTS ENTERED INTO TO
HEDGE OR MITIGATE RISKS TO WHICH HOLDINGS OR ANY SUBSIDIARY HAS EXPOSURE THAT DO
NOT INVOLVE ANY RISK OF PAYMENT REQUIRED TO BE MADE BY HOLDINGS OR ANY
SUBSIDIARY (OTHER THAN ANY UP-FRONT PAYMENT MADE AT THE TIME SUCH HEDGE
AGREEMENT IS ENTERED INTO).
SECTION 9.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
THE BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN OR
REIMBURSEMENT OBLIGATION WHEN DUE IN ACCORDANCE WITH THE TERMS HEREOF; OR THE
BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY LOAN OR REIMBURSEMENT OBLIGATION,
OR ANY OTHER AMOUNT PAYABLE
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HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, WITHIN FIVE DAYS AFTER ANY SUCH
INTEREST OR OTHER AMOUNT BECOMES DUE IN ACCORDANCE WITH THE TERMS HEREOF; OR
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY ANY LOAN PARTY
HEREIN OR IN ANY OTHER LOAN DOCUMENT OR THAT IS CONTAINED IN ANY CERTIFICATE,
DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY TIME UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT SHALL PROVE TO
HAVE BEEN INACCURATE IN ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED
MADE; OR
(C)
(I)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF
ANY AGREEMENT CONTAINED IN CLAUSE (I) OR (II) OF SECTION 7.4(A) (WITH RESPECT TO
HOLDINGS AND THE BORROWER ONLY), SECTION 7.7(A), SECTION 7.11 OR SECTION 8 OF
THIS AGREEMENT OR SECTIONS 5.5 OR 5.7(B) OF THE GUARANTEE AND COLLATERAL
AGREEMENT OR (II) AN "EVENT OF DEFAULT" UNDER AND AS DEFINED IN ANY MORTGAGE
SHALL HAVE OCCURRED AND BE CONTINUING; OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY
OTHER AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER
THAN AS PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION), AND SUCH
DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE TO THE
BORROWER FROM THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; OR
(E)
ANY GROUP MEMBER (I) DEFAULTS IN MAKING ANY PAYMENT OF ANY PRINCIPAL OF
ANY MATERIAL INDEBTEDNESS (INCLUDING ANY GUARANTEE OBLIGATION, BUT EXCLUDING THE
LOANS) ON THE SCHEDULED OR ORIGINAL DUE DATE WITH RESPECT THERETO; OR
(II) DEFAULTS IN MAKING ANY PAYMENT OF ANY INTEREST ON ANY MATERIAL INDEBTEDNESS
BEYOND THE PERIOD OF GRACE, IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT
UNDER WHICH SUCH MATERIAL INDEBTEDNESS WAS CREATED; OR (III) DEFAULTS IN THE
OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY
MATERIAL