SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES IN WHICH
HOLDINGS AND ITS SUBSIDIARIES ARE ENGAGED ON THE DATE OF THIS AGREEMENT OR THAT
ARE REASONABLY RELATED THERETO AND BUSINESS UTILIZING THE SAME OR SIMILAR
TECHNOLOGY.
8.16.
HEDGE AGREEMENTS.
ENTER INTO ANY HEDGE AGREEMENT,
EXCEPT (A) HEDGE AGREEMENTS ENTERED INTO BY HOLDINGS OR THE BORROWER TO HEDGE OR
MITIGATE RISKS TO WHICH HOLDINGS OR ANY SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER
THAN THOSE IN RESPECT OF CAPITAL STOCK OR THE SENIOR SUBORDINATED SECURITIES),
(B) HEDGE AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY CAP, COLLAR OR
EXCHANGE INTEREST OR CURRENCY RATES (FROM FIXED TO FLOATING RATES, FROM ONE
FLOATING RATE TO ANOTHER FLOATING RATE OR OTHERWISE) WITH RESPECT TO ANY
INTEREST-BEARING LIABILITY OR INVESTMENT OF HOLDINGS OR ANY SUBSIDIARY
(INCLUDING ANY SENIOR SUBORDINATED SECURITIES); PROVIDED THAT, AT THE TIME OF
AND AFTER GIVING EFFECT TO ANY SUCH HEDGE AGREEMENT, AT LEAST 40% OF
CONSOLIDATED TOTAL DEBT WILL BE COMPRISED OF INDEBTEDNESS EFFECTIVELY BEARING
INTEREST AT A FIXED RATE (TAKING INTO ACCOUNT THE EFFECT OF ALL HEDGE
AGREEMENTS, WHETHER FIXED TO FLOATING OR FLOATING TO FIXED), (C) THE CONVERTIBLE
DEBENTURES OPTIONS TRANSACTIONS, (D) HEDGE AGREEMENTS ENTERED INTO IN ORDER TO
EFFECTIVELY HEDGE OR MITIGATE RISKS ASSOCIATED WITH ANY PERMITTED ADDITIONAL
SUBORDINATED DEBT THAT IS CONVERTIBLE INTO EQUITY INTERESTS OF HOLDINGS, WHICH
HEDGE AGREEMENTS ARE, OTHER THAN WITH RESPECT TO PRICING TERMS, SUBSTANTIALLY
SIMILAR TO THE CONVERTIBLE DEBENTURES OPTIONS TRANSACTIONS AND (E) OTHER HEDGE
AGREEMENTS ENTERED INTO TO HEDGE OR MITIGATE RISKS TO WHICH HOLDINGS OR ANY
SUBSIDIARY HAS EXPOSURE THAT DO NOT INVOLVE ANY RISK OF PAYMENT REQUIRED TO BE
MADE BY HOLDINGS OR ANY SUBSIDIARY (OTHER THAN ANY UP-FRONT PAYMENT MADE AT THE
TIME SUCH HEDGE AGREEMENT IS ENTERED INTO).
SECTION 9.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
THE BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN OR
REIMBURSEMENT OBLIGATION WHEN DUE IN ACCORDANCE WITH THE TERMS HEREOF; OR THE
BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY LOAN OR REIMBURSEMENT OBLIGATION,
OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, WITHIN
FIVE DAYS AFTER ANY SUCH INTEREST OR OTHER AMOUNT BECOMES DUE IN ACCORDANCE WITH
THE TERMS HEREOF; OR
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY ANY LOAN
PARTY HEREIN OR IN ANY OTHER LOAN DOCUMENT OR THAT IS CONTAINED IN ANY
CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY
TIME UNDER OR IN CONNECTION WITH THIS
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AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT SHALL PROVE TO HAVE BEEN INACCURATE IN
ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED MADE; OR
(C)
(I)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR
PERFORMANCE OF ANY AGREEMENT CONTAINED IN CLAUSE (I) OR (II) OF
SECTION 7.4(A) (WITH RESPECT TO HOLDINGS AND THE BORROWER ONLY), SECTION 7.7(A),
SECTION 7.11 OR SECTION 8 OF THIS AGREEMENT OR SECTIONS 5.5 OR 5.7(B) OF THE
GUARANTEE AND COLLATERAL AGREEMENT OR (II)