conditions
apply only to the Subsidiary that is to be sold and such sale is permitted
hereunder, (ii) customary restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted to be incurred hereunder if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness or (iii) customary provisions in leases and other contracts
restricting the assignment thereof.
SECTION 7.14
ACQUISITIONS.
BORROWER SHALL NOT, AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PURCHASE, HOLD OR ACQUIRE
(INCLUDING PURSUANT TO ANY MERGER) ANY CAPITAL STOCK OR OTHER SECURITIES
(INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT TO ACQUIRE ANY OF THE FOREGOING)
OF, OR MAKE OR PERMIT TO EXIST ANY INVESTMENT OR ANY OTHER INTEREST IN, ANY
OTHER PERSON, OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES
OF TRANSACTIONS (INCLUDING PURSUANT TO ANY MERGER)) ANY ASSETS OF ANY OTHER
PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT (A) AS PERMITTED BY SECTION 7.15 AND
(B) PERMITTED ACQUISITIONS BY BORROWER OR ANY SUBSIDIARY; PROVIDED THAT BORROWER
SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS NOT LESS THAN
15 BUSINESS DAYS PRIOR TO THE CONSUMMATION OF ANY SUCH PERMITTED ACQUISITION A
CERTIFICATE OF A FINANCIAL OFFICER OF BORROWER IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT EVIDENCING PROJECTED PRO FORMA
COMPLIANCE WITH SECTIONS 7.01, 7.02, 7.03 AND 7.04 AFTER GIVING EFFECT TO SUCH
PERMITTED ACQUISITION FOR THE PERIOD FROM THE DATE OF SUCH PERMITTED ACQUISITION
TO THE MATURITY DATE.
SECTION 7.15
PARTNERSHIPS, JOINT VENTURES.
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, BECOME A
GENERAL PARTNER IN ANY GENERAL OR LIMITED PARTNERSHIP OR JOINT VENTURE, EXCEPT
WITH RESPECT TO ANY PURCHASE OR OTHER ACQUISITION OF ANY CAPITAL STOCK OR OTHER
OWNERSHIP OR PROFIT INTEREST, WARRANTS, RIGHTS, OPTIONS, OBLIGATIONS OR OTHER
SECURITIES OF ANY PERSON, ANY CAPITAL CONTRIBUTION TO SUCH PERSON OR ANY OTHER
INVESTMENT IN SUCH PERSON WHICH INDIVIDUALLY OR IN THE AGGREGATE WITH ALL SUCH
OTHER INVESTMENTS DURING THE TERM HEREOF SHALL NOT EXCEED $20,000,000.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01
Events of Default.
Each of the
following events shall constitute "Events of Default":
(a)
Borrower shall fail to pay any principal of
or interest on any Loan or any fee, expenses or any other amount payable under
this Agreement, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of two (2) Business Days;
(b)
any representation or warranty made or
deemed made by or on behalf of Borrower or any Subsidiary (i) in this Agreement
or any amendment or modification hereof, shall prove to have been incorrect when
made or incorrect in any material respect when deemed made or (ii) in any
report, certificate, financial statement or other document furnished pursuant to
or in connection with this Agreement or any amendment or modification thereof,
shall prove to have been incorrect in any material respect when made or deemed
made;
(c)
Borrower shall fail