FAILURE TO PAY PRINCIPAL,
INTEREST AND OTHER OBLIGATIONS EXISTING AS OF THE DATE OF THE BANKRUPTCY FILING
AS A RESULT OF THE THE ACCELERATION OF SUCH OBLIGATIONS UNDER SECTION 7.01 OF
THE SENIOR PREPETITION CREDIT AGREEMENT),
(II)
THE EXECUTION, DELIVERY, FILING, PERFORMANCE (INCLUDING
UTILIZATION OF THE CASH MANAGEMENT SYSTEM AND GRANTING LIENS REQUIRED
THEREUNDER) AND COMPLIANCE WITH TERMS OF THE DIP CREDIT AGREEMENT AND EACH "LOAN
DOCUMENT" (AS DEFINED IN THE DIP CREDIT AGREEMENT) AND THE VARIOUS INSTRUMENTS,
DOCUMENTS AND AGREEMENTS ENTERED INTO OR TO BE ENTERED INTO IN CONNECTION
THEREWITH (TOGETHER, THE "DIP LOAN DOCUMENTS") AND THE ORDERS (AS DEFINED IN THE
DIP CREDIT AGREEMENT, (THE "ORDERS") AND TOGETHER WITH THE DIP LOAN DOCUMENTS,
THE "DIP DOCUMENTS") BY THE DEBTORS, AND
(III)
ANY CROSS-DEFAULT UNDER SECTION 7.01(E) OF THE SENIOR PREPETITION
CREDIT AGREEMENT AS A RESULT OF A DEFAULT UNDER ANY DEBT.
"Specified Sections" means for any Event of Default or Default arising in
connection with clauses (i) and (ii) under the definition of "Specified Events
of Default",
(A)
WITH RESPECT TO ANY ACTION OR INACTION OF THE CANADIAN BORROWER:
(I)
SECTION 7.01(A),
(II)
7.01(C) (ARISING UNDER SECTION 5.03(A) FOR FAILURE TO GIVE NOTICE
OF ANY SPECIFIED EVENT OF DEFAULT OR SECTION 5.04), AND
(III)
7.01(F); AND
(B)
WITH RESPECT TO ANY ACTION OR INACTION OF ANY OTHER LOAN PARTY,
OTHER THAN THE CANADIAN BORROWER:
5
(I)
SECTION 7.01(A),
(II)
7.01(C) (ARISING UNDER SECTION 5.02(A), (B) OR (K),
SECTION 5.03(A) FOR FAILURE TO GIVE NOTICE OF ANY SPECIFIED EVENT OF DEFAULT OR
SECTION 5.04),
(III)
SECTION 7.01(D) (ARISING UNDER SECTIONS 5.01(B), SECTION 5.01(L),
5.03(C), 5.03(D), 5.03(E), ANY OF THE PROVISIONS OF THE GUARANTEE AND COLLATERAL
AGREEMENT AND ANY OTHER PROVISIONS OF THE OTHER LOAN DOCUMENTS EXECUTED BY THE
DEBTORS, WHICH ARE SUPERSEDED BY OR OTHERWISE CONTRAVENE, VIOLATE OR CANNOT BE
COMPLIED WITH AS A RESULT OF CLAUSES (I) AND (II) IN THE DEFINITION OF SPECIFIED
EVENTS OF DEFAULT),
(IV)
SECTION 7.01(E),
(V)
SECTION 7.01(F),
(VI)
SECTION 7.01(I) AND
(VII)
SECTION 7.01(K).
Section 1.2.
Outstanding Indebtedness.
Each Loan Party under the Prepetition
Loan Documents, acknowledges and agrees that (a) as of 5:00 pm New York time on
the date hereof, the Obligations include, without limitation, the amounts set
forth on Schedule 1(1) attached hereto on account of the outstanding unpaid
amount of principal of, accrued and unpaid interest on, and fees and commissions
related to, the Advances and on account of the aggregate face amount of the
Letters of Credit issued by the Issuing Bank and for fees and expenses
(including any attorneys', accountants', appraisers' and financial advisors'
fees that are chargeable or reimbursable under the Prepetition Loan Documents),
charges and other obligations incurred in connection therewith as provided in
the Prepetition Loan Documents (collectively, the "Outstanding Indebtedness")
and (b) such Loan Party is truly and justly indebted to the Lenders and the
Administrative Agent for, or (except in the case of the Canadian Borrower) has
provided a guaranty for the benefit of the Lenders and the Administrative Agent