its organization) or (ii) as the Borrower's independent auditor
may recommend and as reasonably consented to by the Required Lenders.
8.15
Ownership of Subsidiaries. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, have any Subsidiaries of the
Borrower other than Wholly Owned Subsidiaries.
ARTICLE IX
EVENTS OF DEFAULT
9.1
Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default":
(A)
THE BORROWER SHALL FAIL TO PAY WHEN DUE (I) ANY PRINCIPAL OF ANY
LOAN OR ANY REIMBURSEMENT OBLIGATION, OR (II) ANY INTEREST ON ANY LOAN, ANY FEE
PAYABLE UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR (EXCEPT AS
PROVIDED IN CLAUSE (I) ABOVE) ANY OTHER OBLIGATION (OTHER THAN ANY OBLIGATION
UNDER A HEDGE AGREEMENT), AND (IN THE CASE OF THIS CLAUSE (II) ONLY) SUCH
FAILURE SHALL CONTINUE FOR A PERIOD OF THREE (3) BUSINESS DAYS;
102
(B)
THE BORROWER OR ANY OTHER CREDIT PARTY SHALL FAIL TO OBSERVE,
PERFORM OR COMPLY WITH ANY CONDITION, COVENANT OR AGREEMENT CONTAINED IN ANY OF
SECTIONS 2.14, 6.1, 6.2(E)(I), 6.3(I), 6.8 OR 6.9 OR IN ARTICLES VII OR VIII;
(C)
THE BORROWER OR ANY OTHER CREDIT PARTY SHALL FAIL TO OBSERVE,
PERFORM OR COMPLY WITH ANY CONDITION, COVENANT OR AGREEMENT CONTAINED IN THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OTHER THAN THOSE ENUMERATED IN
SECTIONS 9.1(A) AND 9.1(B), OR ANY DEFAULT OR EVENT OF DEFAULT SHALL OCCUR UNDER
ANY HEDGE AGREEMENT TO WHICH THE BORROWER AND ANY LENDER OR AFFILIATE OF ANY
LENDER ARE PARTIES, AND SUCH FAILURE (I) BY THE EXPRESS TERMS OF THE RELEVANT
CREDIT DOCUMENT, CONSTITUTES AN EVENT OF DEFAULT, OR (II) SHALL CONTINUE
UNREMEDIED FOR ANY GRACE PERIOD SPECIFICALLY APPLICABLE THERETO OR, IF NO SUCH
GRACE PERIOD IS APPLICABLE, FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EARLIER
OF (Y) THE DATE ON WHICH A RESPONSIBLE OFFICER OF THE BORROWER ACQUIRES
KNOWLEDGE THEREOF AND (Z) THE DATE ON WHICH WRITTEN NOTICE THEREOF IS DELIVERED
BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO THE BORROWER;
(D)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF
OF THE BORROWER OR ANY OTHER CREDIT PARTY IN THIS AGREEMENT, ANY OF THE OTHER
CREDIT DOCUMENTS OR IN ANY CERTIFICATE, INSTRUMENT, REPORT OR OTHER DOCUMENT
FURNISHED AT ANY TIME IN CONNECTION HEREWITH OR THEREWITH SHALL PROVE TO HAVE
BEEN INCORRECT, FALSE OR MISLEADING IN ANY MATERIAL RESPECT AS OF THE TIME MADE,
DEEMED MADE OR FURNISHED;
(E)
THE BORROWER OR ANY OTHER CREDIT PARTY SHALL (I) FAIL TO PAY WHEN
DUE (WHETHER BY SCHEDULED MATURITY, ACCELERATION OR OTHERWISE AND AFTER GIVING
EFFECT TO ANY APPLICABLE GRACE PERIOD OR NOTICE PROVISIONS) (Y) ANY PRINCIPAL OF
OR INTEREST ON ANY INDEBTEDNESS (OTHER THAN THE INDEBTEDNESS INCURRED PURSUANT
TO THIS AGREEMENT OR A HEDGE AGREEMENT) HAVING AN AGGREGATE PRINCIPAL AMOUNT OF
AT LEAST $2,000,000 OR (Z) ANY TERMINATION OR OTHER PAYMENT UNDER ANY HEDGE
AGREEMENT COVERING A NOTIONAL AMOUNT OF INDEBTEDNESS OF AT