7.14(A) IS LESS THAN THE MAXIMUM AMOUNT OF CAPITAL EXPENDITURES
PERMITTED BY SECTION 7.14(A) WITH RESPECT TO SUCH FISCAL YEAR (WITHOUT TAKING
INTO CONSIDERATION ANY AMOUNTS AVAILABLE PURSUANT TO CLAUSE (II) OF THE PROVISO
THERETO), THE AMOUNT OF SUCH DIFFERENCE (THE "ROLLOVER AMOUNT") MAY BE CARRIED
FORWARD AND USED TO MAKE CAPITAL EXPENDITURES IN THE NEXT SUCCEEDING FISCAL
YEAR; PROVIDED THAT CAPITAL EXPENDITURES IN ANY FISCAL YEAR SHALL BE COUNTED
AGAINST THE BASE AMOUNT SET FORTH IN SECTION 7.14(A) (WITHOUT TAKING INTO
CONSIDERATION ANY AMOUNTS AVAILABLE PURSUANT TO CLAUSE (II) OF THE PROVISO
THERETO) WITH RESPECT TO SUCH FISCAL YEAR PRIOR TO BEING COUNTED AGAINST ANY
ROLLOVER AMOUNT AVAILABLE WITH RESPECT TO SUCH FISCAL YEAR.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01.
Events of Default.
Any of the following shall constitute an
Event of Default:
(A)
NON-PAYMENT.
ANY 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
(II) WITHIN FIVE (5) BUSINESS DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST OR
ANY OTHER AMOUNT (INCLUDING CASH COLLATERAL) PAYABLE HEREUNDER OR WITH RESPECT
TO ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
(I) ANY GROUP MEMBER FAILS TO PERFORM OR OBSERVE (OR
TO CAUSE THE PERFORMANCE OR OBSERVANCE OF) ANY TERM, COVENANT OR AGREEMENT
CONTAINED IN ANY OF SECTIONS 6.03(A), 6.05(A) (SOLELY WITH RESPECT TO THE
EXISTENCE OF HOLDINGS AND THE COMPANY), 6.17 OR ARTICLE VII OR (II) HOLDINGS
FAILS TO OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN SECTION 7.13;
PROVIDED THAT ANY EVENT OF DEFAULT UNDER SECTION 7.10 IS SUBJECT TO CURE AS
CONTEMPLATED BY SECTION 8.05; OR
(C)
OTHER DEFAULTS.
ANY GROUP MEMBER FAILS TO PERFORM OR OBSERVE (OR TO CAUSE
THE PERFORMANCE OR OBSERVANCE OF) ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED
IN SECTION 8.01(A) OR (B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO
BE PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR THIRTY (30) DAYS AFTER
WRITTEN NOTICE THEREOF BY THE ADMINISTRATIVE AGENT TO THE COMPANY; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
COMPANY OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT REQUIRED TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE
INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
ANY LOAN PARTY OR ANY RESTRICTED SUBSIDIARY (A) FAILS TO
MAKE ANY PAYMENT BEYOND THE APPLICABLE GRACE PERIOD WITH RESPECT THERETO, IF ANY
(WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR
OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS HEREUNDER)
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN THE THRESHOLD AMOUNT, OR
(B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION CONTAINED IN
ANY INSTRUMENT OR AGREEMENT EVIDENCING OR GOVERNING ANY SUCH INDEBTEDNESS, OR
ANY OTHER "DEFAULT" (OR LIKE TERM) OCCURS, THE EFFECT OF WHICH FAILURE