IS NOT
A WHOLLY-OWNED SUBSIDIARY AND IS ACQUIRED PURSUANT TO A PERMITTED ACQUISITION,
ALL CAPITAL STOCK OR OTHER EQUITY INTERESTS THEREOF OWNED BY ANY CREDIT
94
Party shall be pledged as, and to the extent, required by the Pledge Agreement.
In addition, each new Subsidiary that is required to execute any Credit Document
shall execute and deliver, or cause to be executed and delivered, all other
relevant documentation of the type described in Section 7 as such new Subsidiary
would have had to deliver if such new Subsidiary were a Credit Party on the
Borrowing Date.
(B)
IN ADDITION TO SUBSIDIARIES OF THE BORROWER CREATED PURSUANT TO
PRECEDING CLAUSE (A), THE BORROWER AND ITS SUBSIDIARIES MAY ESTABLISH, ACQUIRE
OR CREATE, AND MAKE INVESTMENTS IN, NON-WHOLLY OWNED SUBSIDIARIES AFTER THE
EFFECTIVE DATE AS A RESULT OF PERMITTED ACQUISITIONS (SUBJECT TO THE LIMITATIONS
CONTAINED IN THE DEFINITION THEREOF) AND INVESTMENTS EXPRESSLY PERMITTED TO BE
MADE PURSUANT TO SECTION 10.05(X), PROVIDED THAT ALL OF THE CAPITAL STOCK OR
OTHER EQUITY INTERESTS OF EACH SUCH NON-WHOLLY OWNED SUBSIDIARY SHALL BE PLEDGED
BY ANY CREDIT PARTY WHICH OWNS SAME AS, AND TO THE EXTENT, REQUIRED BY THE
PLEDGE AGREEMENT.
10.16.
CASH ON BALANCE SHEET.
THE BORROWER WILL NOT PERMIT THE AGGREGATE
AMOUNT OF UNRESTRICTED CASH AND CASH EQUIVALENTS HELD BY THE BORROWER AND THE
SUBSIDIARY GUARANTORS TO BE LESS THAN $25,000,000 AT ANY TIME.
SECTION 11.
Events of Default.
Upon the occurrence of any of the
following specified events (each, an "Event of Default"):
11.01.
PAYMENTS.
THE BORROWER SHALL (I) DEFAULT IN THE PAYMENT WHEN DUE OF
ANY PRINCIPAL OF ANY TERM LOAN OR ANY NOTE OR (II) DEFAULT, AND SUCH DEFAULT
SHALL CONTINUE UNREMEDIED FOR THREE OR MORE BUSINESS DAYS, IN THE PAYMENT WHEN
DUE OF ANY INTEREST ON ANY TERM LOAN OR NOTE OR OF ANY FEES OR ANY OTHER AMOUNTS
OWING HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT; OR
11.02.
REPRESENTATIONS, ETC.
ANY REPRESENTATION, WARRANTY OR STATEMENT
MADE OR DEEMED MADE BY ANY CREDIT PARTY HEREIN OR IN ANY OTHER CREDIT DOCUMENT
OR IN ANY CERTIFICATE DELIVERED TO THE ADMINISTRATIVE AGENT OR ANY LENDER
PURSUANT HERETO OR THERETO SHALL PROVE TO BE UNTRUE IN ANY MATERIAL RESPECT ON
THE DATE AS OF WHICH MADE OR DEEMED MADE; OR
11.03.
COVENANTS.
THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL (I)
DEFAULT IN THE DUE PERFORMANCE OR OBSERVANCE BY IT OF ANY TERM, COVENANT OR
AGREEMENT CONTAINED IN SECTION 9.01(G)(I), 9.08, 9.11, 9.14, 9.15, 9.16 OR
SECTION 10 OR (II) DEFAULT IN THE DUE PERFORMANCE OR OBSERVANCE BY IT OF ANY
OTHER TERM, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE
SET FORTH IN SECTIONS 11.01 AND 11.02) AND SUCH DEFAULT SHALL CONTINUE
UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER WRITTEN NOTICE THEREOF TO THE
DEFAULTING PARTY BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; OR
11.04.
DEFAULT UNDER OTHER AGREEMENTS.
(I)
THE BORROWER OR ANY OF ITS
SUBSIDIARIES SHALL (X) DEFAULT IN ANY PAYMENT OF ANY INDEBTEDNESS (OTHER THAN