OF
ERISA;
which, individually or in the aggregate, results in or reasonably would be
expected to result in a claim against or liability of any Borrower, any of their
Subsidiaries or any of their ERISA Affiliates in excess of $100,000.
6.18
SALARIES. PAY EXCESSIVE OR UNREASONABLE SALARIES, BONUSES,
COMMISSIONS, CONSULTANT FEES OR OTHER COMPENSATION..
6.19
OBTAINING OF PERMITS, ETC. EACH BORROWER WILL OBTAIN, MAINTAIN AND
PRESERVE, AND CAUSE EACH OF ITS SUBSIDIARIES TO OBTAIN, MAINTAIN AND PRESERVE,
AND TAKE ALL NECESSARY ACTION TO TIMELY RENEW, ALL PERMITS, LICENSES,
AUTHORIZATIONS, APPROVALS, ENTITLEMENTS AND ACCREDITATIONS, AND FILE ALL REPORTS
REQUIRED TO BE FILED WITH ANY GOVERNMENTAL AUTHORITY, WHICH ARE NECESSARY IN THE
PROPER CONDUCT OF ITS BUSINESS, EXCEPT FOR SUCH PERMITS, LICENSE,
AUTHORIZATIONS, APPROVALS, ENTITLEMENTS AND ACCREDITATIONS, THE LACK OF WHICH
COULD NOT REASONABLY BE EXPECTED TO RESULT IN, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE CHANGE.
6.20
UK SUBSIDIARIES. PERMIT ANY UK SUBSIDIARY, THAT IS NOT A UK
GUARANTOR SUBSIDIARY, TO HAVE ASSETS IN EXCESS OF $5,000.
6.21
CHANGES TO ACCOUNTS. MAKE ANY CHANGES OR MODIFICATIONS (INCLUDING,
WITHOUT LIMITATION, TO THE SIGNING AUTHORITY OF THE AGENT OR ITS DESIGNEES) WITH
RESPECT TO ANY DEPOSIT ACCOUNTS OR OTHER ACCOUNTS (MAINTAINED WITH BANKS OR
LENDING INSTITUTIONS) OF THE BORROWERS OR THEIR SUBSIDIARIES LOCATED IN THE
UNITED STATES, THE UNITED KINGDOM OR JAPAN; PROVIDED, HOWEVER, THAT DURING AN
EVENT OF DEFAULT, AGENT MAY MAKE ANY CHANGES OR MODIFICATIONS IT DEEMS NECESSARY
TO SUCH DEPOSIT ACCOUNTS OR ACCOUNTS WITHOUT THE PRIOR CONSENT OF THE BORROWERS
OR THEIR SUBSIDIARIES.
7.
EVENTS OF DEFAULT.
Any one or more of the following events shall constitute an event of default
(each, an "Event of Default") under this Agreement:
7.1
IF BORROWERS FAIL TO PAY WHEN DUE AND PAYABLE, OR WHEN DECLARED
DUE AND PAYABLE, (A) ALL OR ANY PORTION OF THE OBLIGATIONS CONSISTING OF
INTEREST, FEES, OR CHARGES DUE THE LENDER GROUP, REIMBURSEMENT OF LENDER GROUP
EXPENSES, OR OTHER AMOUNTS (OTHER THAN ANY PORTION THEREOF CONSTITUTING
PRINCIPAL) CONSTITUTING OBLIGATIONS (INCLUDING ANY PORTION THEREOF THAT ACCRUES
AFTER THE COMMENCEMENT OF AN INSOLVENCY PROCEEDING, REGARDLESS OF WHETHER
ALLOWED OR ALLOWABLE IN WHOLE OR IN PART AS A CLAIM IN ANY SUCH INSOLVENCY
PROCEEDING), AND SUCH FAILURE CONTINUES FOR A PERIOD OF 3 BUSINESS DAYS, OR (B)
ALL OR ANY PORTION OF THE PRINCIPAL OF THE OBLIGATIONS);
7.2
IF BORROWERS OR ANY SUBSIDIARY OF ANY BORROWER
(A)
FAIL TO PERFORM OR OBSERVE ANY COVENANT OR OTHER AGREEMENT
CONTAINED IN ANY OF SECTIONS 2.7, 5.5, 5.8, 5.10, 5.12, 5.14, 5.16, 5.20, 6.1
THROUGH 6.17, 6.20 OR 6.21 OF THIS AGREEMENT;
41
(B)
FAIL TO PERFORM OR OBSERVE ANY COVENANT OR OTHER AGREEMENT
CONTAINED IN ANY OF SECTIONS 5.6, 5.7, 5.9, 5.11, OR 5.15 OF THIS AGREEMENT AND
SUCH FAILURE CONTINUES FOR A PERIOD OF 20 DAYS AFTER THE EARLIER OF (I) THE DATE
ON WHICH SUCH FAILURE SHALL FIRST BECOME KNOWN TO ANY OFFICER OF ANY BORROWER OR
(II) WRITTEN NOTICE THEREOF IS GIVEN TO ADMINISTRATIVE BORROWER BY AGENT;
(C)