SECURE ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY OTHER THAN (A) THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (B) ANY AGREEMENTS GOVERNING ANY
LIENS OR CAPITAL LEASE OBLIGATIONS OTHERWISE PERMITTED UNDER SECTIONS 8.3(L),
(M) AND (O), PROVIDED THAT, IN EACH CASE, ANY PROHIBITION OR LIMITATION SHALL
ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY.
8.13.
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.
ENTER INTO OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF ANY SUBSIDIARY OF THE BORROWERS TO (A) MAKE
RESTRICTED PAYMENTS IN RESPECT OF ANY CAPITAL STOCK OF SUCH SUBSIDIARY HELD BY,
OR PAY ANY INDEBTEDNESS OWED TO, THE BORROWERS OR ANY OTHER SUBSIDIARY OF THE
BORROWERS, (B) MAKE LOANS OR ADVANCES TO, OR OTHER INVESTMENTS IN, THE BORROWERS
OR ANY OTHER SUBSIDIARY OF THE BORROWERS OR (C) TRANSFER ANY OF ITS ASSETS TO
THE BORROWERS OR ANY OTHER SUBSIDIARY OF THE BORROWERS, EXCEPT FOR SUCH
ENCUMBRANCES OR RESTRICTIONS EXISTING UNDER OR BY REASON OF (I) ANY RESTRICTIONS
EXISTING UNDER THE LOAN DOCUMENTS AND (II) ANY RESTRICTIONS WITH RESPECT TO A
SUBSIDIARY IMPOSED PURSUANT TO AN AGREEMENT THAT HAS BEEN ENTERED INTO IN
CONNECTION WITH THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK
OR ASSETS OF SUCH SUBSIDIARY.
8.14.
LINES OF BUSINESS.
ENTER INTO ANY BUSINESS, EITHER
DIRECTLY OR THROUGH ANY SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES IN WHICH THE
BORROWERS AND THEIR SUBSIDIARIES ARE ENGAGED ON THE DATE OF THIS AGREEMENT OR
THAT ARE REASONABLY RELATED THERETO AND BUSINESS UTILIZING THE SAME OR SIMILAR
TECHNOLOGY.
SECTION 9
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
THE BORROWERS SHALL FAIL TO PAY ANY
PRINCIPAL OF ANY LOAN OR REIMBURSEMENT OBLIGATION WHEN DUE IN ACCORDANCE WITH
THE TERMS HEREOF; OR THE BORROWERS 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 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), SECTION 7.7(A)(ONLY WITH RESPECT TO THE BORROWERS AND ANY ONE OR
MORE LOAN PARTIES THAT INDIVIDUALLY OR COLLECTIVELY AS A GROUP CONSTITUTES A
SIGNIFICANT SUBSIDIARY) OR SECTION 8 OF THIS AGREEMENT OR SECTIONS 5.5 AND
5.7(B) OF THE GUARANTEE AND COLLATERAL AGREEMENT; OR
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(D)
ANY BORROWER OR ANY ONE OR MORE LOAN PARTIES
THAT INDIVIDUALLY OR