HOWEVER, THAT THIS
CLAUSE (II) SHALL NOT APPLY TO PERMITTED RESTRICTIVE COVENANTS.
SECTION 8.10
SWAP AGREEMENTS.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY SWAP
AGREEMENT OTHER THAN SWAP AGREEMENTS PURSUANT TO WHICH THE BORROWER OR SUCH
SUBSIDIARY HAS HEDGED ITS REASONABLY ESTIMATED INTEREST RATE, FOREIGN CURRENCY
OR COMMODITY EXPOSURE, AND NOT FOR SPECULATIVE PURPOSES.
ARTICLE IX.
EVENTS OF DEFAULT
SECTION 9.1
EVENTS OF DEFAULT.
ANY OF THE
FOLLOWING SPECIFIED EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT (EACH AN "EVENT
OF DEFAULT"):
(A)
PAYMENTS:
THE BORROWER SHALL (I) DEFAULT
IN THE PAYMENT WHEN DUE (WHETHER AT MATURITY, ON A DATE FIXED FOR A SCHEDULED
REPAYMENT, ON A DATE ON WHICH A REQUIRED PREPAYMENT IS TO BE MADE, UPON
ACCELERATION OR OTHERWISE) OF ANY PRINCIPAL OF THE LOANS; OR (II) DEFAULT, AND
SUCH DEFAULT SHALL CONTINUE FOR FIVE OR MORE 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;
(B)
REPRESENTATIONS:
ANY REPRESENTATION,
WARRANTY OR STATEMENT MADE BY THE BORROWER HEREIN OR IN ANY OTHER CREDIT
DOCUMENT (OTHER THAN PURSUANT TO SECTION 6.14(B)) 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;
(C)
CERTAIN COVENANTS:
THE BORROWER SHALL
DEFAULT IN THE DUE PERFORMANCE OR OBSERVANCE BY IT OF ANY TERM, COVENANT OR
AGREEMENT CONTAINED IN SECTIONS 7.1, 7.2(B), 7.5, 7.9, 7.10, 7.11 OR
ARTICLE VIII OF THIS AGREEMENT;
(D)
OTHER COVENANTS:
THE BORROWER SHALL DEFAULT
IN THE DUE PERFORMANCE OR OBSERVANCE BY IT OF ANY TERM, COVENANT OR AGREEMENT
CONTAINED IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OTHER THAN THOSE
REFERRED TO IN SECTION 9.1(A), (B) OR (C) ABOVE, AND SUCH DEFAULT IS NOT
REMEDIED WITHIN 30 DAYS AFTER THE DATE ON WHICH THE BORROWER RECEIVES WRITTEN
NOTICE OF SUCH DEFAULT FROM THE ADMINISTRATIVE AGENT OR ANY LENDER (ANY SUCH
NOTICE TO BE IDENTIFIED AS A "NOTICE OF DEFAULT" AND TO REFER SPECIFICALLY TO
THIS PARAGRAPH);
(E)
CROSS DEFAULT UNDER OTHER AGREEMENTS:
THE
BORROWER OR ANY OF ITS SUBSIDIARIES SHALL (I) DEFAULT IN ANY PAYMENT WITH
RESPECT TO ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS), AND ALL GRACE PERIODS
APPLICABLE TO SUCH PAYMENT SHALL HAVE EXPIRED,
IN AN AGGREGATE AMOUNT IN EXCESS
OF $10,000,000, REGARDLESS OF WHETHER THE HOLDER OR HOLDERS OF SAID INDEBTEDNESS
(OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS) EXERCISES ITS
RIGHTS, IF ANY, TO CAUSE SUCH INDEBTEDNESS TO BECOME DUE AND PAYABLE PRIOR TO
ITS STATED MATURITY; OR (II) DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY
AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR CONTAINED IN ANY
INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO (AND ALL GRACE
PERIODS APPLICABLE TO SUCH OBSERVANCE, PERFORMANCE OR CONDITION SHALL HAVE
EXPIRED), OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST,