OF THE PARENT IS AT LEAST
BBB- AND BAA3 FROM S&P AND MOODY'S,
RESPECTIVELY, IN EACH CASE WITH AT LEAST STABLE OUTLOOK, PERMIT THE CONSOLIDATED
INDEBTEDNESS TO CAPITALIZATION TO BE GREATER THAN 0.60:1.00 AND (II) IF AT ANY
TIME THE DEBT RATING OF THE PARENT IS LOWER THAN AS SET FORTH IN THE PRECEDING
CLAUSE (I), PERMIT THE CONSOLIDATED INDEBTEDNESS TO CAPITALIZATION RATIO AS OF
THE END OF ANY MEASUREMENT PERIOD SET FORTH BELOW TO BE GREATER THAN THE RATIO
SET FORTH BELOW OPPOSITE SUCH MEASUREMENT PERIOD:
Four Fiscal Quarters Ending
Maximum Consolidated Indebtedness
to Capitalization Ratio
March 31, 2007 through December 31, 2007
0.60:1.00
March 31, 2008 through December 31, 2008
0.55:1.00
March 31, 2009 through December 31, 2009
0.50:1.00
March 31, 2010 and each fiscal quarter thereafter
0.45:1.00
50
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01
Events of Default.
Any of the following shall constitute an Event
of Default:
(A)
NON-PAYMENT.
THE BORROWER OR ANY OTHER LOAN PARTY FAILS TO PAY
(I) WHEN AND AS REQUIRED TO BE PAID HEREIN AND IN THE CURRENCY REQUIRED
HEREUNDER, ANY AMOUNT OF PRINCIPAL OF ANY LOAN, OR (II) WITHIN THREE BUSINESS
DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST ON ANY LOAN OR ANY FEE DUE
HEREUNDER, OR (III) WITHIN TEN BUSINESS DAYS AFTER THE SAME BECOMES DUE, ANY
OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE
ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.05 (WITH RESPECT
TO THE PARENT OR THE BORROWER), 6.10 OR 6.11 OR ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE ANY
OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SECTION 8.01(A) OR (B) ABOVE)
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH
FAILURE CONTINUES FOR 30 DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
PARENT OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR
MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) THE PARENT OR ANY OF ITS SUBSIDIARIES (A)
FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS
(OTHER THAN INDEBTEDNESS HEREUNDER) HAVING AN AGGREGATE PRINCIPAL AMOUNT
(INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO
ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN
THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR
CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR CONTAINED IN ANY INSTRUMENT OR
AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS,
THE EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER
OR HOLDERS OF SUCH INDEBTEDNESS (OR A TRUSTEE OR AGENT