OFFICER.
(O)
TAXES.
BORROWER SHALL PROVIDE PROMPT
WRITTEN NOTICE OF (I) THE EXECUTION OR FILING WITH THE IRS OR ANY OTHER
GOVERNMENTAL AUTHORITY OF ANY AGREEMENT OR OTHER DOCUMENT EXTENDING, OR HAVING
THE EFFECT OF EXTENDING, THE PERIOD FOR ASSESSMENT OR COLLECTION OF ANY CHARGES
BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND (II) ANY AGREEMENT BY ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES OR REQUEST DIRECTED TO ANY CREDIT PARTY
OR ANY OF ITS SUBSIDIARIES TO MAKE ANY ADJUSTMENT UNDER IRC SECTION 481(A), BY
REASON OF A CHANGE IN ACCOUNTING METHOD OR OTHERWISE, WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(P)
BANK ACCOUNT BALANCES.
TO AGENT, WITHIN
FIFTEEN (15) BUSINESS DAYS AFTER THE END OF EACH FISCAL MONTH, A REPORT IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT WITH RESPECT TO THE BANK ACCOUNT
BALANCES OF BORROWER AND EACH OTHER CREDIT PARTY.
6.3.
ACCOUNTING TERMS; UTILIZATION OF GAAP FOR
PURPOSES OF CALCULATIONS UNDER AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO SUCH TERMS IN CONFORMITY WITH GAAP.
FINANCIAL STATEMENTS AND OTHER
INFORMATION FURNISHED TO AGENT PURSUANT TO SECTION 6.2 OR ANY OTHER SECTION
(UNLESS SPECIFICALLY INDICATED OTHERWISE) SHALL BE PREPARED IN ACCORDANCE WITH
GAAP AS IN EFFECT AT THE
50
TIME OF SUCH PREPARATION; PROVIDED THAT NO ACCOUNTING CHANGE SHALL AFFECT
FINANCIAL COVENANTS, STANDARDS OR TERMS IN THIS AGREEMENT UNLESS APPROVED BY
BORROWER, AGENT AND LENDERS; PROVIDED FURTHER THAT BORROWER SHALL PREPARE A
RECONCILIATION TO THE FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED HEREUNDER
THAT SHOW THE DIFFERENCES BETWEEN THE FINANCIAL STATEMENTS DELIVERED (WHICH
REFLECT SUCH ACCOUNTING CHANGES) AND THE BASIS FOR CALCULATING FINANCIAL
COVENANT COMPLIANCE (WITHOUT REFLECTING SUCH ACCOUNTING CHANGES).
SECTION 7.
DEFAULT, RIGHTS AND REMEDIES
7.1.
EVENT OF DEFAULT.
EXCEPT FOR DEFAULTS
OCCASIONED BY THE FILING OF THE PREPACKAGED CHAPTER 11 CASES AND DEFAULTS
RESULTING FROM OBLIGATIONS WITH RESPECT TO WHICH THE BANKRUPTCY CODE PROHIBITS
ANY CREDIT PARTY FROM COMPLYING OR PERMITS ANY CREDIT PARTY NOT TO COMPLY, THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS (REGARDLESS OF THE REASON
THEREFOR) SHALL CONSTITUTE AN "EVENT OF DEFAULT" HEREUNDER:
(A)
PAYMENT.
(1) FAILURE TO PAY ANY
INSTALLMENT OR OTHER PAYMENT OF PRINCIPAL OF ANY LOAN WHEN DUE, OR TO REPAY
REVOLVING LOANS TO REDUCE THEIR BALANCE TO THE MAXIMUM AMOUNT OF REVOLVING LOANS
THEN PERMITTED TO BE OUTSTANDING OR TO REIMBURSE ANY L/C ISSUER FOR ANY PAYMENT
MADE BY SUCH L/C ISSUER UNDER OR IN RESPECT OF ANY LETTER OF CREDIT WHEN DUE OR
(2) FAILURE TO PAY, WITHIN THREE (3) BUSINESS DAYS AFTER THE DUE DATE, ANY
INTEREST ON ANY LOAN OR ANY OTHER AMOUNT DUE UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS; OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(1) ANY CREDIT
PARTY OR ANY OF ITS SUBSIDIARIES FAILS TO PAY WHEN DUE OR WITHIN ANY APPLICABLE
GRACE PERIOD ANY PRINCIPAL OR INTEREST ON POST-PETITION INDEBTEDNESS (OTHER THAN
THE LOANS) OR ANY POST-PETITION