satisfy prior to the scheduled
maturity thereof in any manner, or make any payment
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in violation of any subordination terms of, any Indebtedness, except the
prepayment of the Credit Extensions in accordance with the terms of this
Agreement.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01
Events of Default.
Any of the following shall constitute an Event
of Default:
(A)
NON-PAYMENT.
THE BORROWERS OR ANY OTHER LOAN PARTY FAIL TO (I) PAY WHEN
AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN OR ANY
L/C OBLIGATION OR DEPOSIT ANY FUNDS AS CASH COLLATERAL IN RESPECT OF L/C
OBLIGATIONS, OR (II) PAY WITHIN THREE DAYS AFTER THE SAME BECOMES DUE, ANY
INTEREST ON ANY LOAN OR ON ANY L/C OBLIGATION, OR ANY FEE DUE HEREUNDER, OR
(III) PAY WITHIN FIVE DAYS AFTER THE SAME BECOMES DUE, ANY OTHER AMOUNT PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
THE BORROWERS FAIL TO PERFORM OR OBSERVE ANY TERM,
COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.01, 6.03, 6.05(A), 6.11,
6.18 OR ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE ANY OTHER
COVENANT OR AGREEMENT (NOT SPECIFIED IN SECTION 8.01(A) OR (B) ABOVE) CONTAINED
IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH FAILURE
CONTINUES FOR 30 DAYS AFTER THE EARLIER OF (I) THE DATE ON WHICH A RESPONSIBLE
OFFICER OF THE COMPANY KNOWS OR SHOULD HAVE KNOWN ABOUT SUCH FAILURE AND
(II) THE DATE THE ADMINISTRATIVE AGENT OR ANY LENDER DELIVERS NOTICE THEREOF TO
THE COMPANY; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY WRITTEN REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
BORROWERS OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR
MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) THE OCCURRENCE OF ANY EVENT OF DEFAULT UNDER ANY
SENIOR NOTE DOCUMENT OR ANY OTHER INDEBTEDNESS CONSISTING OF A CONVERTIBLE NOTE
INDENTURE; (II) ANY LOAN PARTY OR ANY SUBSIDIARY THEREOF (A) FAILS TO MAKE ANY
PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS OR GUARANTY
(OTHER THAN INDEBTEDNESS HEREUNDER AND INDEBTEDNESS UNDER SWAP CONTRACTS) HAVING
AN AGGREGATE PRINCIPAL AMOUNT (INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS
AND INCLUDING AMOUNTS OWING TO ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED
CREDIT ARRANGEMENT) OF MORE THAN THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE
OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR
GUARANTY OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING THERETO, OR ANY OTHER EVENT OCCURS, THE EFFECT OF WHICH DEFAULT OR
OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
OR THE BENEFICIARY OR BENEFICIARIES OF SUCH GUARANTY (OR A TRUSTEE OR AGENT ON
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BEHALF OF