THAT WOULD
SHORTEN THE FINAL MATURITY OR AVERAGE LIFE TO MATURITY PRIOR TO THE DATE WHICH
IS SIX MONTHS AFTER THE MATURITY DATE OR REQUIRE ANY PAYMENT TO BE MADE SOONER
THAN ORIGINALLY SCHEDULED OR INCREASE THE INTEREST RATE APPLICABLE THERETO).
7.15.
PAYMENTS OF CERTAIN DEBT.
MAKE (OR GIVE ANY NOTICE WITH RESPECT
THERETO) ANY OPTIONAL OR OTHER NON-SCHEDULED PAYMENT ON, OR PREPAYMENT,
REDEMPTION, ACQUISITION FOR VALUE (INCLUDING WITHOUT LIMITATION, BY WAY OF
DEPOSITING MONEY OR SECURITIES WITH RESPECT THERETO BEFORE DUE FOR THE PURPOSE
OF PAYING WHEN DUE), REFUND, REFINANCE OR EXCHANGE ANY SUBORDINATED DEBT (IT
BEING UNDERSTOOD THAT ANY REQUIRED OFFER TO PURCHASE SUCH INDEBTEDNESS AS A
RESULT OF A CHANGE OF CONTROL OR ASSET SALE SHALL NOT VIOLATE THE FOREGOING
RESTRICTION); OR MAKE ANY PRINCIPAL OR INTEREST PAYMENTS IN RESPECT OF ANY
SUBORDINATED DEBT IN VIOLATION OF ANY SUBORDINATION PROVISIONS CONTAINED IN THE
SUBORDINATED DEBT DOCUMENTS; PROVIDED, THAT THE FOREGOING SHALL NOT RESTRICT
HOLDINGS FROM MAKING ANY RESTRICTED PAYMENT, IN EACH CASE, AS PERMITTED UNDER
SECTION 7.06; OR MAKE ANY PRINCIPAL OR INTEREST PAYMENTS TO HOLDINGS IN RESPECT
OF ANY INDEBTEDNESS PERMITTED UNDER SECTION 7.03(O)(I).
7.16.
HOLDING COMPANY.
IN THE CASE OF HOLDINGS, ENGAGE IN ANY BUSINESS OR
ACTIVITY OTHER THAN (A) THE OWNERSHIP OF ALL OUTSTANDING EQUITY INTERESTS IN THE
BORROWER AND THE INVESTMENT SET FORTH ON PART (B) OF SCHEDULE 5.13,
(B) INCURRENCE OF THE CONVERTIBLE NOTES AND OTHER UNSECURED SUBORDINATED DEBT
PURSUANT TO AND IN ACCORDANCE WITH SECTION 7.03(I)(II), (C) MAINTAINING ITS
CORPORATE EXISTENCE, (D) PARTICIPATING IN TAX, ACCOUNTING AND OTHER
ADMINISTRATIVE ACTIVITIES AS THE PARENT OF THE CONSOLIDATED GROUP OF COMPANIES,
INCLUDING THE LOAN PARTIES, (E) THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS
TO WHICH IT IS A PARTY AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER, AND
(F) ACTIVITIES INCIDENTAL TO THE BUSINESSES OR ACTIVITIES DESCRIBED IN CLAUSES
(A) THROUGH (E) OF THIS SECTION.
97
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01.
EVENTS OF DEFAULT.
ANY OF THE FOLLOWING SHALL CONSTITUTE AN EVENT
OF DEFAULT:
(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 DAYS AFTER THE SAME BECOMES DUE, ANY OTHER
AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
THE BORROWER OR HOLDINGS FAILS TO PERFORM OR
OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.01, 6.02,
6.03, 6.05(A) (BUT ONLY AS TO LOAN PARTIES) OR (D), 6.10, 6.11,
6.12, 6.13(B),
6.14, 6.15, 6.18, 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