IF NOT DELIVERED BY SUCH DATE, ON THE
DATE REQUIRED TO HAVE BEEN DELIVERED) PURSUANT TO SECTION 5.04(A) OR (B) HEREOF,
THE SUM OF (I) THE
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INDIVIDUAL REVENUES AND ASSETS OF THE BORROWER AND EACH DOMESTIC MATERIAL
SUBSIDIARY THAT IS A LOAN PARTY AND (II) THE REVENUES AND ASSETS OF EACH FOREIGN
SUBSIDIARY AT LEAST 65% OF THE VOTING STOCK AND ALL OF THE NON-VOTING EQUITY
INTERESTS OF WHICH HAS BEEN PLEDGED AS COLLATERAL TO SECURE THE OBLIGATIONS AND
OF SUCH FOREIGN SUBSIDIARY'S SUBSIDIARIES, CALCULATED ON A CONSOLIDATED BASIS,
IN EACH CASE FOR OR AS OF THE END OF THE MOST RECENT PERIOD OF FOUR CONSECUTIVE
FISCAL QUARTERS IN RESPECT OF WHICH FINANCIAL STATEMENTS HAVE BEEN (OR WERE
REQUIRED TO HAVE BEEN) DELIVERED, WHEN TAKEN TOGETHER, TO ACCOUNT FOR LESS THAN
90% OF THE BORROWER'S CONSOLIDATED REVENUES FOR, OR LESS THAN 90% OF THE
BORROWER'S CONSOLIDATED ASSETS AT THE CLOSE OF, SUCH PERIOD OF FOUR CONSECUTIVE
FISCAL QUARTERS.
(B)
PERMIT ON ANY DAY IN ANY FISCAL QUARTER OF THE BORROWER, THE AGGREGATE
AMOUNT OF CASH HELD BY DOMESTIC SUBSIDIARIES IN DEPOSIT ACCOUNTS (OTHER THAN
DEPOSIT ACCOUNTS REFERRED TO IN SECTION 5.10(D)(I), (II) AND (III)) THAT ARE NOT
SUBJECT TO CONTROL AGREEMENTS TO EXCEED $15,000,000, UNLESS, DURING THE 30-DAY
PERIOD AFTER THE LAST DAY OF SUCH FISCAL QUARTER, ONE OR MORE OF SUCH DOMESTIC
SUBSIDIARIES ARE DESIGNATED BY THE BORROWER AS A MATERIAL SUBSIDIARY PURSUANT TO
CLAUSE (C) OF THE DEFINITION THEREOF AND ENTER INTO CONTROL AGREEMENTS, WITH
RESPECT TO THEIR DEPOSIT ACCOUNTS REFERRED TO ABOVE, SO THAT, IF SUCH CONTROL
AGREEMENT HAS BEEN IN EFFECT AT ALL TIMES DURING SUCH FISCAL QUARTER, SUCH
$15,000,000 THRESHOLD WOULD NOT HAVE BEEN EXCEEDED ON ANY DAY.
ARTICLE VII
EVENTS OF DEFAULT
From and after the Funding Date, in case of the happening of any of the
following events (each, an "Event of Default"):
(a) any representation or warranty made or deemed made in any Loan Document, or
any representation, warranty, statement or information contained in any report,
certificate, financial statement or other instrument furnished pursuant to any
Loan Document, shall prove to have been false or misleading in any material
respect when so made, deemed made or furnished;
(b) default shall be made in the payment of any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Loan or any Fee
or any other amount (other than an amount referred to in paragraph (b) above)
due under any Loan Document, when and as the same shall become due and payable,
and such default shall continue unremedied for a period of three Business Days,
in the case of payment of any such interest or Fee, or 10 Business Days in the
case of payment of any such other amount;
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(d) default shall