OTHER THAN (A) THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY RELATED DOCUMENTS, THE TERM LOAN
DOCUMENTS, THE SENIOR INTERIM LOAN FACILITY, THE EXISTING NOTES INDENTURE AND
THE EXISTING NOTES, (B) ANY AGREEMENTS IN RESPECT OF ANY INDUSTRIAL REVENUE OR
DEVELOPMENT BONDS, CAPITALIZED LEASE OBLIGATIONS, PURCHASE MONEY OBLIGATIONS OR
HEDGING OBLIGATIONS, ACQUISITION AGREEMENTS OR AGREEMENTS IN CONNECTION WITH ANY
SPECIAL PURPOSE FINANCING PERMITTED BY THIS AGREEMENT (IN WHICH CASES, ANY
PROHIBITION OR LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED OR
ACQUIRED THEREBY OR OTHERWISE SUBJECT THERETO), (C) OPERATING LEASES OF REAL
PROPERTY ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, (D) ANY AGREEMENT
GOVERNING INDEBTEDNESS AND/OR OTHER OBLIGATIONS SECURED BY A PERMITTED LIEN (IN
WHICH CASE ANY PROHIBITION OR LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE
ASSETS SUBJECT TO SUCH PERMITTED LIEN) OR (E) WITH RESPECT TO PROPERTY, ASSETS
OR REVENUES OF ANY FOREIGN SUBSIDIARY THAT DO NOT CONSTITUTE COLLATERAL.
7.12
LIMITATION ON LINES OF BUSINESS.
PARENT BORROWER WILL NOT, AND
WILL NOT PERMIT MATERIAL RESTRICTED SUBSIDIARY TO ENTER INTO ANY BUSINESS,
EITHER DIRECTLY OR THROUGH ANY SUBSIDIARY OR JOINT VENTURE OR SIMILAR
ARRANGEMENT DESCRIBED IN SUBSECTION 7.9, EXCEPT FOR THOSE BUSINESSES OF THE SAME
GENERAL TYPE AS THOSE IN WHICH PARENT BORROWER AND ITS RESTRICTED SUBSIDIARIES
ARE ENGAGED ON THE CLOSING DATE OR WHICH ARE REASONABLY RELATED THERETO.
7.13
FISCAL YEAR.
THE PARENT BORROWER SHALL NOT CHANGE ITS FISCAL
YEAR-END TO A DATE OTHER THAN DECEMBER 31; PROVIDED THAT THE PARENT BORROWER
MAY, UPON WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, CHANGE ITS FISCAL YEAR-END
TO ANY OTHER FISCAL YEAR-END REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
SECTION 8.
EVENTS OF DEFAULT.
If any of the following events shall occur and be continuing:
(a)
Any Borrower shall fail to pay any principal of any Revolving Loan
or any Reimbursement Obligation when due in accordance with the terms hereof
(whether at stated maturity, by mandatory prepayment or otherwise); or any of
the Borrowers shall fail to pay any interest on any Revolving Loan or any
Reimbursement Obligation or any other amount payable hereunder 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 in any amendment, modification or
supplement hereto or thereto) or that is contained in any certificate furnished
at any time by or on behalf of any Loan Party pursuant to this Agreement or any
such other Loan Document
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shall prove to have been incorrect in any material respect on or as of the date
made or deemed made; or
(c)
Any Loan Party shall default in the observance or performance of
any agreement contained in subsection 6.7(a) or Section 7 of this Agreement;
provided that, in the case of a default in the observance or performance of its
obligations under subsection 6.7(a) hereof, such default shall have continued
unremedied for a period of two days