ANOTHER SIMILAR ELECTRONIC SYSTEM (THE "PLATFORM") AND
(II) CERTAIN OF THE LENDERS (EACH, A "PUBLIC LENDER") WHO MAY HAVE PERSONNEL WHO
DO NOT WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO ANY
BORROWER OR ITS AFFILIATES, OR THE RESPECTIVE SECURITIES OF ANY OF THE
FOREGOING, AND WHO MAY BE ENGAGED IN INVESTMENT AND OTHER MARKET-RELATED
ACTIVITIES WITH RESPECT TO SUCH PERSON'S SECURITIES.
EACH BORROWER HEREBY
AGREES THAT (W) ALL BORROWER MATERIALS THAT ARE TO BE MADE AVAILABLE TO PUBLIC
LENDERS SHALL BE CLEARLY AND CONSPICUOUSLY MARKED "PUBLIC" WHICH, AT A MINIMUM,
SHALL MEAN THAT THE WORD "PUBLIC" SHALL APPEAR PROMINENTLY ON THE FIRST PAGE
THEREOF; (X) BY MARKING BORROWER MATERIALS "PUBLIC," THE BORROWERS SHALL BE
DEEMED TO HAVE AUTHORIZED THE ADMINISTRATIVE AGENT, THE ARRANGERS AND THE
LENDERS TO TREAT SUCH BORROWER MATERIALS AS NOT CONTAINING ANY MATERIAL
NON-PUBLIC INFORMATION WITH RESPECT TO THE BORROWERS OR THEIR RESPECTIVE
SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS
(PROVIDED, HOWEVER, THAT TO THE EXTENT SUCH BORROWER MATERIALS CONSTITUTE
INFORMATION, THEY SHALL BE TREATED AS SET FORTH IN SECTION 10.07); (Y) ALL
BORROWER MATERIALS MARKED "PUBLIC" ARE PERMITTED TO BE MADE AVAILABLE THROUGH A
PORTION OF THE PLATFORM DESIGNATED "PUBLIC INVESTOR;" AND (Z) THE ADMINISTRATIVE
AGENT AND THE ARRANGER SHALL BE ENTITLED TO TREAT ANY BORROWER MATERIALS THAT
ARE NOT MARKED "PUBLIC" AS BEING SUITABLE ONLY FOR POSTING ON A PORTION OF THE
PLATFORM NOT DESIGNATED "PUBLIC INVESTOR."
NOTWITHSTANDING THE FOREGOING, NO
BORROWER SHALL BE UNDER ANY OBLIGATION TO MARK ANY BORROWER MATERIALS "PUBLIC."
62
6.03
NOTICES.
PROMPTLY AFTER THE COMPANY OBTAINS ACTUAL
KNOWLEDGE THEREOF, NOTIFY THE ADMINISTRATIVE AGENT (WHICH IN TURN SHALL NOTIFY
EACH LENDER):
(A)
OF THE OCCURRENCE OF ANY DEFAULT;
(B)
OF ANY MATTER THAT HAS RESULTED OR COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, INCLUDING
(I) BREACH OR NON-PERFORMANCE OF, OR ANY DEFAULT UNDER, A CONTRACTUAL OBLIGATION
OF THE COMPANY OR ANY SUBSIDIARY; (II) ANY DISPUTE, LITIGATION, INVESTIGATION,
PROCEEDING OR SUSPENSION BETWEEN THE COMPANY OR ANY SUBSIDIARY AND ANY
GOVERNMENTAL AUTHORITY; OR (III) THE COMMENCEMENT OF, OR ANY MATERIAL
DEVELOPMENT IN, ANY LITIGATION OR PROCEEDING AFFECTING THE COMPANY OR ANY
SUBSIDIARY, INCLUDING PURSUANT TO ANY APPLICABLE ENVIRONMENTAL LAWS;
(C)
OF THE OCCURRENCE OF ANY ERISA EVENT;
(D)
OF ANY CHANGE IN ACCOUNTING POLICIES OR
FINANCIAL REPORTING PRACTICES BY THE COMPANY OR ANY SUBSIDIARY THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL CHANGE IN THE COMPUTATION OF ANY
FINANCIAL RATIO SET FORTH HEREIN; PROVIDED THAT SUCH DISCLOSURE MAY BE MADE IN
CONJUNCTION WITH THE NEXT ENSUING COMPLIANCE CERTIFICATE DELIVERED HEREUNDER;
(E)
OF THE DETERMINATION BY THE REGISTERED
PUBLIC ACCOUNTING FIRM PROVIDING THE OPINION REQUIRED UNDER SECTION 6.01(A)(II)
(IN CONNECTION WITH ITS PREPARATION OF SUCH OPINION) OR THE COMPANY'S
DETERMINATION AT ANY TIME OF THE OCCURRENCE OR EXISTENCE OF ANY INTERNAL CONTROL
EVENT THAT HAS RESULTED IN OR COULD REASONABLY BE EXPECTED TO RESULT IN A
MISSTATEMENT IN ANY MATERIAL RESPECT, IN ANY FINANCIAL INFORMATION DELIVERED OR
TO BE DELIVERED TO