3.50:1:00.
(C)
CONSOLIDATED LEVERAGE RATIO.
PERMIT THE
CONSOLIDATED LEVERAGE RATIO AT THE END OF ANY FISCAL QUARTER OF THE COMPANY TO
BE GREATER THAN (I) WITH RESPECT TO EACH FISCAL QUARTER OF THE COMPANY ENDING ON
OR PRIOR TO DECEMBER 31, 2006, 3.50:1.00 AND (II) WITH RESPECT TO EACH OTHER
FISCAL QUARTER OF THE COMPANY, 3.25:1:00.
7.14
Swap Contracts.
Enter into any Swap Contract except
for Swap Contracts that are (or were) entered into in the ordinary course of the
Company's or such Subsidiary's business for the purpose of mitigating risks
associated with liabilities, commitments, investments, assets, earnings or
properties held or reasonably anticipated by the Company or such Subsidiary, as
applicable, and not for purposes of speculation.
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.
ANY 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 ANY L/C
OBLIGATION OR (II) WITHIN FIVE DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST ON
ANY LOAN OR ON ANY L/C OBLIGATION, ANY FEE DUE HEREUNDER OR ANY OTHER AMOUNT
PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
82
(B)
SPECIFIC COVENANTS.
THE COMPANY FAILS TO
PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF
SECTION 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.14 OR 6.15 OR ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO
PERFORM OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION
(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 COMPANY OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN
DOCUMENT, OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH
(I) WITH RESPECT TO ANY REPRESENTATIONS, WARRANTIES, CERTIFICATIONS OR
STATEMENTS THAT CONTAIN A MATERIALITY QUALIFIER, SHALL BE INCORRECT OR
MISLEADING IN ANY RESPECT WHEN MADE OR DEEMED MADE AND (II) WITH RESPECT TO ANY
REPRESENTATIONS, WARRANTIES, CERTIFICATIONS OR STATEMENTS THAT DO NOT CONTAIN A
MATERIALITY QUALIFIER, SHALL BE INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT
WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) THE COMPANY OR ANY
SUBSIDIARY (A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED
MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF
ANY INDEBTEDNESS OR GUARANTEE (OTHER THAN INDEBTEDNESS HEREUNDER AND
INDEBTEDNESS UNDER SWAP CONTRACTS) 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 GUARANTEE OR CONTAINED IN ANY
INSTRUMENT OR AGREEMENT EVIDENCING, SECURING