OF ANY GROUP
MEMBER OR CONFER ADDITIONAL MATERIAL RIGHTS TO THE HOLDER OF THE SUBORDINATED
NOTE OR OTHER PERMITTED JUNIOR CAPITAL IN A MANNER ADVERSE TO ANY GROUP MEMBER
OR ANY SECURED PARTY;
(C)
WAIVE OR OTHERWISE MODIFY ANY TERM OF ANY MATERIAL AGREEMENT
EXCEPT FOR THOSE MODIFICATIONS AND WAIVERS THAT DO NOT MAKE SUCH MATERIAL
AGREEMENT MATERIALLY LESS FAVORABLE TO THE GROUP MEMBERS OR THE LENDERS; AND
(D)
PERMIT ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) TO
QUALIFY AS "SENIOR DEBT" OR ANY SIMILAR CONCEPT UNDER THE SUBORDINATED NOTE
DOCUMENTS OR PERMIT THE OBLIGATIONS TO CEASE QUALIFYING AS SUCH.
SECTION 8.12
ACCOUNTING CHANGES; FISCAL YEAR.
NO GROUP MEMBER SHALL
CHANGE ITS (A) ACCOUNTING TREATMENT OR REPORTING PRACTICES (OTHER THAN TO BE IN
COMPLIANCE WITH GAAP), OR (B) ITS FISCAL YEAR OR ITS METHOD FOR DETERMINING
FISCAL QUARTERS OR FISCAL MONTHS.
SECTION 8.13
MARGIN REGULATIONS.
NO GROUP MEMBER SHALL USE ALL OR ANY
PORTION OF THE PROCEEDS OF ANY CREDIT EXTENDED HEREUNDER TO PURCHASE OR CARRY
MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF THE FEDERAL RESERVE BOARD)
IN CONTRAVENTION OF REGULATION U OF THE FEDERAL RESERVE BOARD.
SECTION 8.14
COMPLIANCE WITH ERISA.
NO ERISA AFFILIATE SHALL CAUSE OR
SUFFER TO EXIST (A) ANY EVENT THAT COULD RESULT IN THE IMPOSITION OF A LIEN WITH
RESPECT TO ANY TITLE IV PLAN OR MULTIEMPLOYER PLAN OR (B) ANY OTHER ERISA EVENT,
THAT WOULD, IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NO GROUP MEMBER SHALL CAUSE OR SUFFER TO EXIST ANY EVENT THAT COULD
RESULT IN THE IMPOSITION OF A LIEN WITH RESPECT TO ANY BENEFIT PLAN.
98
SECTION 8.15
HAZARDOUS MATERIALS.
NO GROUP MEMBER SHALL CAUSE OR SUFFER
TO EXIST ANY RELEASE OF ANY HAZARDOUS MATERIAL AT, TO OR FROM ANY REAL PROPERTY
OWNED, LEASED, SUBLEASED OR OTHERWISE OPERATED OR OCCUPIED BY ANY GROUP MEMBER
THAT WOULD VIOLATE ANY ENVIRONMENTAL LAW, FORM THE BASIS FOR ANY ENVIRONMENTAL
LIABILITIES, OTHER THAN SUCH VIOLATIONS, ENVIRONMENTAL LIABILITIES AND EFFECTS
THAT WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
ARTICLE 9
EVENTS OF DEFAULT
SECTION 9.1
DEFINITION.
EACH OF THE FOLLOWING SHALL BE AN EVENT OF
DEFAULT:
(A)
THE BORROWER SHALL FAIL TO PAY (I) ANY PRINCIPAL OF ANY LOAN
OR ANY L/C REIMBURSEMENT OBLIGATION WHEN THE SAME BECOMES DUE AND PAYABLE OR
(II) ANY INTEREST ON ANY LOAN, ANY FEE UNDER ANY LOAN DOCUMENT OR ANY OTHER
OBLIGATION (OTHER THAN THOSE SET FORTH IN CLAUSE (I) ABOVE) AND, IN THE CASE OF
THIS CLAUSE (II), SUCH NON-PAYMENT CONTINUES FOR A PERIOD OF 5 DAYS AFTER THE
DUE DATE THEREFOR; OR
(B)
ANY REPRESENTATION, WARRANTY OR CERTIFICATION MADE OR DEEMED
MADE BY ANY LOAN PARTY (OR ANY RESPONSIBLE OFFICER THEREOF) IN ANY LOAN DOCUMENT
SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT (WITHOUT DUPLICATION
OF ANY MATERIALITY QUALIFIER CONTAINED HEREIN OR THEREIN) WHEN MADE OR DEEMED
MADE; OR
(C)
ANY LOAN PARTY SHALL FAIL TO COMPLY WITH (I) ANY PROVISION OF