CONSOLIDATED LEVERAGE RATIO. PERMIT THE CONSOLIDATED LEVERAGE
RATIO AT THE END OF ANY FISCAL QUARTER OF THE COMPANY TO BE GREATER THAN (I)
WITH RESPECT TO EACH FISCAL QUARTER OF THE COMPANY ENDING ON OR PRIOR TO
DECEMBER 31, 2006, 3.50:1.00 AND (II) WITH RESPECT TO EACH OTHER FISCAL QUARTER
OF THE COMPANY, 3.25:1:00.
7.14
SWAP CONTRACTS. ENTER INTO ANY SWAP CONTRACT EXCEPT FOR SWAP
CONTRACTS THAT ARE (OR WERE) ENTERED INTO IN THE ORDINARY COURSE OF THE
COMPANY'S OR SUCH SUBSIDIARY'S BUSINESS FOR THE PURPOSE OF MITIGATING RISKS
ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, EARNINGS OR
PROPERTIES HELD OR REASONABLY ANTICIPATED BY THE COMPANY OR SUCH SUBSIDIARY, AS
APPLICABLE, AND NOT FOR PURPOSES OF SPECULATION.
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. ANY BORROWER OR ANY OTHER LOAN PARTY FAILS TO PAY (I)
WHEN AND AS REQUIRED TO BE PAID HEREIN, AND IN THE CURRENCY REQUIRED HEREUNDER,
ANY AMOUNT OF PRINCIPAL OF ANY LOAN OR ANY L/C OBLIGATION OR (II) WITHIN FIVE
DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST ON ANY LOAN OR ON ANY L/C
OBLIGATION, ANY FEE DUE HEREUNDER OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT; OR
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(B)
SPECIFIC COVENANTS. THE COMPANY FAILS TO PERFORM OR OBSERVE ANY
TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.01, 6.02, 6.03, 6.05,
6.10, 6.11, 6.14 OR 6.15 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 CONTINUES FOR 30 DAYS; 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 DELIVERED IN CONNECTION HEREWITH OR THEREWITH (I) WITH RESPECT TO ANY
REPRESENTATIONS, WARRANTIES, CERTIFICATIONS OR STATEMENTS THAT CONTAIN A
MATERIALITY QUALIFIER, SHALL BE INCORRECT OR MISLEADING IN ANY RESPECT WHEN MADE
OR DEEMED MADE AND (II) WITH RESPECT TO ANY REPRESENTATIONS, WARRANTIES,
CERTIFICATIONS OR STATEMENTS THAT DO NOT CONTAIN A MATERIALITY QUALIFIER, SHALL
BE INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT. (I) THE COMPANY OR ANY SUBSIDIARY (A) FAILS TO MAKE
ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS OR GUARANTEE
(OTHER THAN INDEBTEDNESS HEREUNDER AND INDEBTEDNESS UNDER SWAP CONTRACTS) HAVING
AN AGGREGATE PRINCIPAL AMOUNT (INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS
AND INCLUDING AMOUNTS OWING TO ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED
CREDIT ARRANGEMENT) OF MORE THAN THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE
OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR
GUARANTEE OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING