UNDER OR BY REASON OF (I) ANY RESTRICTIONS EXISTING
UNDER THE LOAN DOCUMENTS AND (II) ANY RESTRICTIONS WITH RESPECT TO A SUBSIDIARY
IMPOSED PURSUANT TO AN AGREEMENT THAT HAS BEEN ENTERED INTO IN CONNECTION WITH
THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF
SUCH SUBSIDIARY.
7.12
LINES OF BUSINESS.
ENTER INTO ANY BUSINESS,
EITHER DIRECTLY OR THROUGH ANY SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES IN WHICH
THE BORROWER AND ITS SUBSIDIARIES ARE ENGAGED IN ON THE DATE OF THIS AGREEMENT
OR THAT ARE REASONABLY RELATED THERETO, INCLUDING, WITHOUT LIMITATION,
COLLECTIBLES, GIFTWARE AND DECORATIVE ACCESSORIES.
7.13
CONTINGENT OBLIGATIONS.
CREATE, INCUR, ASSUME OR
SUFFER TO EXIST ANY CONTINGENT OBLIGATION EXCEPT:
(A)
GUARANTEES CREATED PURSUANT TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
GUARANTEES MADE IN THE ORDINARY COURSE OF
ITS BUSINESS BY THE BORROWER OF THE OBLIGATIONS OF ANY OF ITS SUBSIDIARIES;
PROVIDED THOSE OBLIGATIONS ARE OTHERWISE PERMITTED UNDER THIS AGREEMENT;
(C)
CONTINGENT OBLIGATIONS DESCRIBED ON
SCHEDULE 7.13;
(D)
CONTINGENT OBLIGATIONS ARISING ON ACCOUNT OF
THE FACILITY LCS; AND
(E)
CONTINGENT OBLIGATIONS PERMITTED BY
SECTION 7.2.
7.14
FOREIGN EXCHANGE AND RATE MANAGEMENT
TRANSACTIONS.
ENTER INTO ANY FOREIGN CURRENCY EXCHANGE CONTRACTS (OTHER THAN
FOREIGN CURRENCY EXCHANGE CONTRACTS ENTERED INTO FOR THE SOLE PURPOSE OF HEDGING
WITH RESPECT TO THE PURCHASE OR SALE BY THE BORROWER AND ITS SUBSIDIARIES OF
INVENTORY TO BE PURCHASED OR SOLD FOR PAYMENTS IN FOREIGN CURRENCIES IN THE
ORDINARY COURSE OF THEIR RESPECTIVE BUSINESSES); OR ENTER INTO ANY OTHER RATE
MANAGEMENT TRANSACTION OTHER THAN IN THE ORDINARY COURSE OF
49
business to protect the Borrower and its Subsidiaries from interest rate and
currency fluctuations in respect of Indebtedness owed by them.
ARTICLE VIII
DEFAULTS
The occurrence of any one or more of the following events shall constitute a
Default:
(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 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)
ANY LOAN PARTY SHALL DEFAULT IN THE
OBSERVANCE OR PERFORMANCE OF ANY AGREEMENT CONTAINED IN CLAUSE (I) OR (II) OF
SECTION 6.4(A) (WITH RESPECT TO THE BORROWER ONLY), SECTION 6.7(A) OR SECTION 7
OF THIS AGREEMENT OR SECTIONS 5.3(A), 5.3(B) AND 5.6 OF THE GUARANTEE AND
COLLATERAL AGREEMENT; OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE
OBSERVANCE OR PERFORMANCE