SECURITIES OR TO PAY FEES OR
MAKE OTHER PAYMENTS AND DISTRIBUTIONS TO BORROWER OR ANY OF ITS SUBSIDIARIES
EXCEPT AS PERMITTED UNDER THE TRANSFER PRICING AGREEMENTS.
NO CREDIT PARTY
SHALL, AND NO CREDIT PARTY SHALL PERMIT OR CAUSE ANY OF ITS DOMESTIC
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, ENTER INTO, ASSUME OR BECOME SUBJECT TO
ANY CONTRACT OR AGREEMENT THAT PROHIBITS OR OTHERWISE RESTRICTS THE EXISTENCE OF
ANY LIEN UPON ANY OF ITS PROPERTY IN FAVOR OF AGENT, FOR THE BENEFIT OF THE
LENDER PARTIES UNDER THE LOAN DOCUMENTS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED
EXCEPT (A) IN CONNECTION WITH ANY DOCUMENT OR INSTRUMENT GOVERNING LIENS RELATED
TO PURCHASE MONEY INDEBTEDNESS AND CAPITAL LEASES WHICH, IN EACH CASE, OTHERWISE
CONSTITUTE PERMITTED LIENS AND (B) LEASED EQUIPMENT,
33
INTELLECTUAL PROPERTY AND GENERAL INTANGIBLES OF ANY CREDIT PARTY TO THE EXTENT
EXCLUDED FROM COLLATERAL IN SECTION 2(C) OF THE SECURITY AGREEMENT.
7.12
CERTAIN SPECIFIC AGREEMENTS
NEITHER ANY CREDIT PARTY NOR ANY SUBSIDIARY OF ANY CREDIT PARTY (I) WILL BE OR
BECOME A PERSON WHOSE PROPERTY OR INTERESTS IN PROPERTY ARE BLOCKED OR SUBJECT
TO BLOCKING PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001
BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN
TO COMMIT OR SUPPORT TERRORISM (66 FED. REG. 49079(2001), (II) WILL ENGAGE IN
ANY IN ANY DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF SUCH EXECUTIVE
ORDER, OR OTHERWISE BE ASSOCIATED WITH ANY SUCH PERSON IN ANY MANNER VIOLATIVE
OF SECTION 2 OF SUCH EXECUTIVE ORDER, OR (III) OTHERWISE WILL BECOME A PERSON ON
THE LIST OF SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS OR SUBJECT TO THE
LIMITATIONS OR PROHIBITIONS UNDER ANY OTHER OFAC REGULATION OR EXECUTIVE ORDER.
7.13
SHAREHOLDER BLOCKING RIGHTS
No Credit Party shall issue any Capital Stock which grants or provides any
direct or indirect owner or equityholder thereof any Shareholder Blocking
Rights.
VIII.
EVENTS OF DEFAULT
The occurrence of any one or more of the following shall constitute an "Event of
Default":
(A)
ANY CREDIT PARTY SHALL FAIL TO PAY WHEN DUE
AND PAYABLE (I) ANY PRINCIPAL OR PREPAYMENT PREMIUM PROVIDED FOR OR REQUIRED
UNDER THIS AGREEMENT AND/OR THE NOTES, OR (II) WITHIN TWO (2) BUSINESS DAYS
AFTER THE SAME SHALL BECOME DUE AND PAYABLE, ANY INTEREST, FEES OR OTHER
OBLIGATIONS (OTHER THAN PRINCIPAL OR PREMIUM) PROVIDED FOR OR REQUIRED UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, IN ANY SUCH CASE DESCRIBED IN THE
FOREGOING CLAUSE (I) OR (II), WHETHER ON ANY PAYMENT DATE, AT MATURITY, BY
REASON OF ACCELERATION, BY NOTICE OF INTENTION TO PREPAY, BY REQUIRED PREPAYMENT
OR OTHERWISE);
(B)
ANY REPRESENTATION, STATEMENT OR WARRANTY
MADE OR DEEMED MADE BY OR ON BEHALF OF ANY CREDIT PARTY IN ANY LOAN DOCUMENT OR
REVOLVING LOAN DOCUMENT, OR IN ANY OTHER CERTIFICATE, DOCUMENT, REPORT OR
OPINION DELIVERED PURSUANT TO ANY LOAN DOCUMENT OR REVOLVING LOAN DOCUMENT TO
WHICH IT IS A PARTY SHALL NOT BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS OR
SHALL HAVE BEEN FALSE OR MISLEADING IN