ANY OF ITS SUBSIDIARIES AFTER THE
CLOSING DATE, SUCH NOTICE, IN EACH CASE, TO IDENTIFY THE APPLICABLE
JURISDICTIONS, CAPITAL STRUCTURES OR SUBSIDIARIES, AS APPLICABLE, AND (3) ANY
OTHER EVENT THAT OCCURS AFTER THE CLOSING DATE WHICH WOULD CAUSE ANY OF THE
REPRESENTATIONS AND WARRANTIES IN SECTION 3 OF THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT TO BE UNTRUE OR MISLEADING IN ANY MATERIAL RESPECT.
THE FOREGOING
NOTICE REQUIREMENT SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE
LENDERS TO ANY TRANSACTION REFERRED TO ABOVE THAT IS NOT EXPRESSLY PERMITTED BY
THE TERMS OF THIS AGREEMENT.
(M)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS, BORROWER
REPRESENTATIVE WILL DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT TO ANY
CREDIT PARTY OR ANY SUBSIDIARY OF ANY CREDIT PARTY AS FROM TIME TO TIME MAY BE
REASONABLY REQUESTED BY AGENT.
(N)
COMPLIANCE AND PRICING CERTIFICATE.
TOGETHER WITH EACH DELIVERY
OF FINANCIAL STATEMENTS PURSUANT TO SECTION 6.2(A) FOR THE LAST MONTH OF EACH
FISCAL QUARTER AND SECTION 6.2(B), BORROWER REPRESENTATIVE WILL DELIVER A FULLY
AND PROPERLY COMPLETED COMPLIANCE AND PRICING CERTIFICATE (IN SUBSTANTIALLY THE
SAME FORM AS ANNEX F (THE "COMPLIANCE AND PRICING CERTIFICATE") SIGNED BY
BORROWER REPRESENTATIVE'S CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER.
(O)
TAXES.
BORROWER REPRESENTATIVE 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)
SUBORDINATED DEBT, SENIOR DEBT AND PERMITTED RECEIVABLES FINANCING
NOTICES.
TO AGENT, AS SOON AS PRACTICABLE, COPIES OF ALL WRITTEN NOTICES
(INCLUDING, WITHOUT
58
LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS) GIVEN OR RECEIVED BY
ANY CREDIT PARTY WITH RESPECT TO THE PERMITTED RECEIVABLES FINANCING, THE 2002
SENIOR DEBT, THE 2003 SENIOR SECURED DEBT, THE MEZZANINE DEBT OR ANY
SUBORDINATED DEBT OF SUCH PERSON, AND, WITHIN THREE (3) BUSINESS DAYS AFTER ANY
CREDIT PARTY OBTAINS KNOWLEDGE OF ANY MATURED OR UNMATURED BREACH, DEFAULT OR
EVENT OF DEFAULT WITH RESPECT TO A PERMITTED RECEIVABLES FINANCING, THE 2002
SENIOR DEBT, THE 2003 SENIOR SECURED DEBT, THE MEZZANINE DEBT OR ANY
SUBORDINATED DEBT, NOTICE OF SUCH BREACH, DEFAULT OR EVENT OF DEFAULT.
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 TIME OF SUCH