EVIDENCING OR GOVERNING REFINANCING INDEBTEDNESS IN RESPECT OF THE
SENIOR SUBORDINATED NOTES SO LONG SUCH PROHIBITIONS AND RESTRICTIONS ARE NO LESS
FAVORABLE TO EITHER HOLDINGS OR ITS SUBSIDIARIES OR TO THE LENDERS THAN THOSE
CONTAINED IN THE SENIOR SUBORDINATED NOTE DOCUMENTS; (II) APPLICABLE LAW,
REGULATION OR JUDICIAL ORDER; (III) CUSTOMARY NON-ASSIGNMENT PROVISIONS ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICES;
(IV) ANY RESTRICTION OR ENCUMBRANCE WITH RESPECT TO A SUBSIDIARY IMPOSED
PURSUANT TO AN AGREEMENT WHICH HAS BEEN ENTERED INTO FOR THE SALE OR DISPOSITION
OF ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF SUCH SUBSIDIARY,
SO LONG AS SUCH SALE OR DISPOSITION IS PERMITTED UNDER THIS AGREEMENT; (V) LIENS
PERMITTED UNDER SECTIONS 8.03(D), (L), (M), (N) AND (S) AND ANY DOCUMENTS OR
INSTRUMENTS GOVERNING THE TERMS OF ANY INDEBTEDNESS OR OTHER OBLIGATIONS SECURED
BY ANY SUCH LIENS, PROVIDED THAT SUCH PROHIBITIONS OR RESTRICTIONS APPLY ONLY TO
THE ASSETS SUBJECT TO SUCH LIENS; (VI) PROVISIONS (RELATING SOLELY TO ONE OR
MORE FOREIGN SUBSIDIARIES) CONTAINED IN AGREEMENTS RELATED TO OR INSTRUMENTS
EVIDENCING INDEBTEDNESS INCURRED PURSUANT TO SECTION 8.04(I) AND (VII) CUSTOMARY
PROVISIONS IN JOINT VENTURE AGREEMENTS AND SIMILAR AGREEMENTS THAT RESTRICT THE
TRANSFER OF EQUITY INTERESTS IN JOINT VENTURES (WHICH ARE NOT SUBSIDIARIES OF
THE BORROWER) SUBJECT TO SUCH AGREEMENTS.
SECTION 9.
EVENTS OF DEFAULT.
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING
SPECIFIED EVENTS (EACH, AN "EVENT OF DEFAULT"):
9.01
PAYMENTS.
THE BORROWER SHALL (I) DEFAULT IN THE PAYMENT WHEN DUE OF ANY
PRINCIPAL OF THE LOANS OR ANY UNPAID DRAWING OR (II) DEFAULT, AND SUCH DEFAULT
SHALL CONTINUE FOR THREE OR MORE BUSINESS DAYS, IN THE PAYMENT WHEN DUE OF ANY
INTEREST ON THE LOANS OR ANY FEES OR ANY OTHER AMOUNTS OWING HEREUNDER OR UNDER
ANY OTHER CREDIT DOCUMENT; OR
9.02
REPRESENTATIONS, ETC.
ANY REPRESENTATION, WARRANTY OR STATEMENT MADE BY
ANY CREDIT PARTY HEREIN OR IN ANY OTHER CREDIT DOCUMENT OR IN ANY STATEMENT OR
CERTIFICATE DELIVERED OR REQUIRED TO BE DELIVERED PURSUANT HERETO OR THERETO
SHALL PROVE TO BE UNTRUE IN ANY MATERIAL RESPECT ON THE DATE AS OF WHICH MADE OR
DEEMED MADE; OR
9.03
COVENANTS.
ANY CREDIT PARTY SHALL (A) DEFAULT IN THE DUE PERFORMANCE OR
OBSERVANCE BY IT OF ANY TERM, COVENANT OR AGREEMENT CONTAINED IN SECTIONS
7.01(F)(I), 7.05 (AS IT RELATES TO THE CORPORATE EXISTENCE OF THE BORROWER),
7.09 (AS IT RELATES TO HOLDINGS OR THE BORROWER), 7.10(A), 7.13 AND 8, OR
(B) DEFAULT IN THE DUE PERFORMANCE OR OBSERVANCE BY IT OF ANY TERM, COVENANT OR
AGREEMENT (OTHER THAN THOSE REFERRED TO IN SECTION 9.01, 9.02 OR CLAUSE (A) OF
THIS SECTION 9.03) CONTAINED IN THIS AGREEMENT AND SUCH DEFAULT SHALL CONTINUE
UNREMEDIED FOR A PERIOD OF AT LEAST 30 DAYS AFTER WRITTEN NOTICE TO THE
DEFAULTING PARTY BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; OR
9.04
DEFAULT UNDER OTHER AGREEMENTS.
(A)
HOLDINGS OR ANY OF ITS SUBSIDIARIES
SHALL (I) DEFAULT IN ANY PAYMENT WITH RESPECT TO ANY INDEBTEDNESS (OTHER THAN
THE OBLIGATIONS)