PREPARATION; PROVIDED THAT NO ACCOUNTING CHANGE SHALL AFFECT
FINANCIAL COVENANTS, STANDARDS OR TERMS IN THIS AGREEMENT UNLESS APPROVED BY
BORROWERS, AGENT AND LENDERS; PROVIDED FURTHER THAT BORROWERS 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.
"EVENT OF DEFAULT" SHALL MEAN THE OCCURRENCE OR
EXISTENCE OF ANY ONE OR MORE OF THE FOLLOWING:
(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 INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT
OBLIGATIONS OR (2) BREACH OR DEFAULT OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION OR EVENT, WITH RESPECT TO ANY
INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT OBLIGATIONS, IN EACH CASE
IF THE EFFECT OF SUCH BREACH, DEFAULT OR OCCURRENCE IS TO CAUSE OR TO PERMIT THE
HOLDER OR HOLDERS THEN TO CAUSE, INDEBTEDNESS AND/OR CONTINGENT OBLIGATIONS
HAVING AN AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF $5,000,000 TO BECOME OR BE
DECLARED DUE PRIOR TO THEIR STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF ANY CREDIT PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN (1) THE GE CAPITAL FEE
LETTER, (2) SECTION 6.2 WHICH FAILURE CONTINUES FOR MORE THAN FIVE (5) BUSINESS
DAYS AFTER THE DATE SPECIFIED FOR PERFORMANCE OR COMPLIANCE WITH SUCH TERM OR
CONDITION, (3) THAT PORTION OF SECTION 4.2 RELATING
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TO THE CREDIT PARTIES' OBLIGATION TO MAINTAIN INSURANCE, OR (4) SECTION 4.3,
SECTION 5 OR SECTION 6.1; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION, WARRANTY, CERTIFICATION
OR OTHER STATEMENT MADE BY ANY CREDIT PARTY IN ANY LOAN DOCUMENT OR IN ANY
STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN WRITING PURSUANT OR
IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY MATERIAL RESPECT (WITHOUT
DUPLICATION OF MATERIALITY QUALIFIERS CONTAINED THEREIN) ON THE DATE MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS. ANY CREDIT PARTY DEFAULTS IN
THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED IN THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS (OTHER THAN OCCURRENCES DESCRIBED IN OTHER PROVISIONS
OF THIS SECTION 7.1 FOR WHICH A