THEIR RESPECTIVE SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, CREATE,
INCUR OR SUFFER TO EXIST ANY DIRECT, INDIRECT, FIXED OR CONTINGENT LIABILITY FOR
ANY DEBT, OTHER THAN (I) THE OBLIGATIONS PURSUANT TO THE CREDIT DOCUMENTS,
(II) THE DEBT DESCRIBED ON SCHEDULE VII, (III) ADDITIONAL DEBT OF THE BORROWER
WHICH MAY BE GUARANTEED BY THE GUARANTOR (BUT NOT GUARANTEED BY ANY OF THE
BORROWER'S OR THE GUARANTOR'S SUBSIDIARIES, OTHER THAN THE GUARANTOR IN THE CASE
OF DEBT OF THE BORROWER), (IV) INTERCOMPANY DEBT AND (V) ADDITIONAL DEBT OF THE
GUARANTOR AND THE BORROWER'S AND THE GUARANTOR'S SUBSIDIARIES, PROVIDED,
HOWEVER, THE AGGREGATE OF ALL DEBT OF THE GUARANTOR AND ALL SUCH SUBSIDIARIES
UNDER THIS CLAUSE (V), WHETHER SECURED OR UNSECURED, MUST NOT EXCEED $50,000,000
IN THE AGGREGATE AT ANY ONE TIME.
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(B)
THE BORROWER AND THE GUARANTOR WILL NOT PERMIT ANY OF THEIR RESPECTIVE
SUBSIDIARIES TO GUARANTEE OR OTHERWISE BECOME DIRECTLY OR CONTINGENTLY LIABLE
FOR THE OBLIGATIONS UNDER THE EXISTING TERM LOAN AGREEMENT OR ANY OTHER
INDEBTEDNESS OF THE BORROWER OR THE GUARANTOR FOR BORROWED MONEY IN AN AGGREGATE
PRINCIPAL AMOUNT IN EXCESS OF $25,000,000, UNLESS SUCH SUBSIDIARY CONCURRENTLY
GUARANTEES THE GUARANTEED OBLIGATIONS UNDER A WRITTEN GUARANTEE AGREEMENT
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT.
ARTICLE VIII
DEFAULTS
SECTION 8.01.DEFAULTS.
IF ANY OF THE FOLLOWING EVENTS (EACH INDIVIDUALLY, A
"DEFAULT") SHALL OCCUR AND BE CONTINUING:
(A) THE BORROWER (I) SHALL FAIL TO PAY ANY PRINCIPAL OF ANY ADVANCE WHEN THE
SAME BECOMES DUE AND PAYABLE IN ACCORDANCE WITH THE TERMS HEREOF, OR (II) SHALL
FAIL TO PAY ANY INTEREST ON ANY ADVANCE OR ANY FEE OR OTHER AMOUNT TO BE PAID BY
IT HEREUNDER WITHIN THREE (3) BUSINESS DAYS OF THE DATE ON WHICH SUCH PAYMENT IS
DUE; OR
(B) ANY CERTIFICATION, REPRESENTATION OR WARRANTY MADE BY THE BORROWER OR THE
GUARANTOR HEREIN OR BY THE BORROWER OR THE GUARANTOR (OR ANY OF THEIR RESPECTIVE
OFFICERS) IN WRITING (INCLUDING REPRESENTATIONS AND WARRANTIES DEEMED MADE
PURSUANT TO SECTIONS 2.04(A)(G), OR 3.02) UNDER OR IN CONNECTION WITH ANY CREDIT
DOCUMENT SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR
DEEMED MADE; OR
(C) THE BORROWER OR THE GUARANTOR SHALL FAIL TO PERFORM OR OBSERVE (I) ANY TERM,
COVENANT OR AGREEMENT CONTAINED IN SECTION 7.01 ON ITS PART TO BE PERFORMED OR
OBSERVED, (II) ANY TERM, COVENANT OR AGREEMENT CONTAINED IN SECTIONS 6.03 OR
6.05 (WITH RESPECT TO MAINTAINING THE CORPORATE EXISTENCE OF THE BORROWER OR THE
GUARANTOR) OR IN ARTICLE VII (OTHER THAN SECTION 7.01) ON ITS PART TO BE
PERFORMED OR OBSERVED AND SUCH FAILURE SHALL CONTINUE FOR FIVE (5) DAYS AFTER
THE DATE NOTICE THEREOF SHALL HAVE BEEN GIVEN TO THE BORROWER OR THE GUARANTOR
BY THE ADMINISTRATIVE AGENT OR ANY BANK, OR (III) ANY TERM, COVENANT OR
AGREEMENT CONTAINED IN ANY CREDIT DOCUMENT (OTHER THAN A TERM, COVENANT OR
AGREEMENT DESCRIBED IN CLAUSES (I) AND (II) OF THIS CLAUSE (C)) ON ITS PART TO
BE PERFORMED OR OBSERVED AND SUCH FAILURE SHALL CONTINUE FOR