CHANGE, OR SPECIFYING THE WRITTEN NOTICE GIVEN OR ACTION TAKEN BY ANY
SUCH PERSON AND THE NATURE OF SUCH CLAIMED DEFAULT, EVENT OF DEFAULT, DEFAULT,
EVENT OR CONDITION, AND WHAT ACTION THE BORROWER (OR APPLICABLE SUBSIDIARY) HAS
TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO;
(XIII)
LITIGATION OR OTHER PROCEEDINGS:
(A) PROMPTLY UPON ANY
RESPONSIBLE OFFICER OF THE BORROWER OBTAINING KNOWLEDGE OF (X) THE INSTITUTION
OF, OR WRITTEN THREAT OF, ANY ACTION, SUIT, PROCEEDING (WHETHER ADMINISTRATIVE,
JUDICIAL OR OTHERWISE), ENVIRONMENTAL CLAIM, GOVERNMENTAL INVESTIGATION OR
ARBITRATION AGAINST OR AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY
PROPERTY OF THE BORROWER OR ANY OF ITS SUBSIDIARIES (COLLECTIVELY,
"PROCEEDINGS") NOT PREVIOUSLY DISCLOSED IN WRITING BY THE BORROWER TO THE
LENDERS OR (Y) ANY MATERIAL DEVELOPMENT IN ANY PROCEEDING THAT, IN ANY CASE:
(A)
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(B)
EXPOSES, OR IN THE CASE OF MULTIPLE PROCEEDINGS, EXPOSE SUCH
PERSONS, IN THE BORROWER'S REASONABLE JUDGMENT, TO LIABILITY IN AN AMOUNT
AGGREGATING $2,500,000 OR MORE AND IS OR ARE NOT COVERED BY INSURANCE; OR
71
(C)
SEEKS TO ENJOIN OR OTHERWISE PREVENT THE CONSUMMATION OF, OR TO
RECOVER ANY DAMAGES OR OBTAIN RELIEF AS A RESULT OF, THE TRANSACTIONS
CONTEMPLATED HEREBY;
WRITTEN NOTICE THEREOF TOGETHER WITH SUCH OTHER INFORMATION AS MAY BE REASONABLY
AVAILABLE TO THE BORROWER AND AS THE BORROWER AND THEIR COUNSEL SHALL REASONABLY
DETERMINE WOULD NOT JEOPARDIZE THE ATTORNEY-CLIENT PRIVILEGE WITH RESPECT TO
SUCH PROCEEDING, TO ENABLE THE LENDERS AND THEIR COUNSEL TO EVALUATE SUCH
MATTERS; AND (B) WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL
QUARTER OF THE BORROWER, A SCHEDULE OF ALL PROCEEDINGS INVOLVING AN ALLEGED
LIABILITY OF, OR CLAIMS AGAINST OR AFFECTING, THE BORROWER OR ANY OF ITS
SUBSIDIARIES EQUAL TO OR GREATER THAN $2,500,000 AND PROMPTLY AFTER REQUEST BY
THE AGENT SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED BY THE AGENT TO
ENABLE THE AGENT AND ITS COUNSEL TO EVALUATE ANY OF SUCH PROCEEDINGS; PROVIDED,
HOWEVER, THAT THE BORROWER AND THEIR COUNSEL MAY WITHHOLD INFORMATION IF IN
THEIR REASONABLE DETERMINATION, DISCLOSURE OF SUCH INFORMATION WOULD JEOPARDIZE
THE ATTORNEY-CLIENT PRIVILEGE WITH RESPECT TO SUCH PROCEEDING;
(XIV)
INTENTIONALLY DELETED;
(XV)
ERISA NOTICES:
WITH REASONABLE PROMPTNESS, COPIES OF (A) ALL
WRITTEN NOTICES RECEIVED BY THE BORROWER OR ANY ERISA AFFILIATE FROM A
MULTIEMPLOYER PLAN SPONSOR CONCERNING AN ERISA EVENT; AND (B) SUCH OTHER
DOCUMENTS OR GOVERNMENTAL REPORTS OR FILINGS RELATING TO ANY PENSION PLAN OR
BORROWER PENSION PLAN AS THE AGENT SHALL REASONABLY REQUEST;
(XVI)
PRESS RELEASES:
PROMPTLY UPON THEIR BECOMING AVAILABLE, COPIES OF
ALL PRESS RELEASES AND OTHER STATEMENTS MADE AVAILABLE GENERALLY TO THE PUBLIC
CONCERNING MATERIAL DEVELOPMENTS AT THE PROJECT OR IN THE BUSINESS OF THE
BORROWER OR ITS SUBSIDIARIES;
(XVII)
INSURANCE:
AS SOON AS IS PRACTICABLE AND IN ANY EVENT BY THIRTY
(30) DAYS AFTER THE LAST DAY OF EACH FISCAL YEAR, AN INSURANCE CERTIFICATE IN
FORM AND SUBSTANCE SATISFACTORY TO THE AGENT OUTLINING ALL MATERIAL INSURANCE
COVERAGE MAINTAINED AS OF THE DATE