WITH THE
SECURITIES AND EXCHANGE COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE;
(V)
NOTICE OF DEFAULT, ETC.:
PROMPTLY UPON (AND IN ANY EVENT WITHIN
FIVE (5) BUSINESS DAYS AFTER) ANY RESPONSIBLE OFFICER OF THE BORROWER OBTAINING
KNOWLEDGE (A) OF ANY CONDITION OR EVENT THAT CONSTITUTES AN EVENT OF DEFAULT OR
POTENTIAL EVENT OF DEFAULT OR THAT NOTICE HAS BEEN GIVEN TO THE BORROWER OR ANY
OF ITS SUBSIDIARIES WITH RESPECT THERETO, (B) THAT ANY PERSON
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HAS GIVEN ANY NOTICE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES OR TAKEN ANY
OTHER ACTION WITH RESPECT TO A CLAIMED DEFAULT OR EVENT OR CONDITION OF THE TYPE
REFERRED TO IN SECTION 8.2, OR (C) OF THE OCCURRENCE OF ANY EVENT OR CHANGE THAT
HAS CAUSED OR EVIDENCES, EITHER IN ANY CASE INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT, AN OFFICER'S CERTIFICATE SPECIFYING THE NATURE AND
PERIOD OF EXISTENCE OF SUCH CONDITION, EVENT OR CHANGE, OR SPECIFYING THE NOTICE
GIVEN OR ACTION TAKEN BY ANY SUCH PERSON AND THE NATURE OF SUCH CLAIMED EVENT OF
DEFAULT, POTENTIAL EVENT OF DEFAULT, DEFAULT, EVENT OR CONDITION, AND WHAT
ACTION THE BORROWER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT
THERETO;
(VI)
NOTICE OF LITIGATION:
PROMPTLY UPON (AND IN ANY EVENT WITHIN FIVE
(5) BUSINESS DAYS AFTER) ANY OFFICER OF ANY CREDIT PARTY OBTAINING KNOWLEDGE OF
(A) THE INSTITUTION OF, OR NON-FRIVOLOUS THREAT OF, ANY ACTION, SUIT,
PROCEEDING, ORDER, CONSENT DECREE, SETTLEMENT (WHETHER ADMINISTRATIVE, JUDICIAL
OR OTHERWISE), GOVERNMENTAL INVESTIGATION OR ARBITRATION AGAINST OR AFFECTING
THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTY,
INCLUDING OF THE TYPE DESCRIBED IN SECTION 4.17 (COLLECTIVELY, "PROCEEDINGS") OR
(B) ANY MATERIAL DEVELOPMENT IN ANY SUCH PROCEEDING THAT, IN THE CASE OF EITHER
(A) OR (B) IF ADVERSELY DETERMINED, COULD BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, OR 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 OR SUCH
SUBSIDIARY TO ENABLE LENDERS AND THEIR COUNSEL TO EVALUATE SUCH MATTERS;
(VII)
CHANGE IN RATING:
PROMPTLY UPON (AND IN ANY EVENT WITHIN FIVE
(5) BUSINESS DAYS AFTER) OBTAINING KNOWLEDGE THEREOF, WRITTEN NOTICE OF ANY
CHANGES IN THE RATING GIVEN THE BORROWER BY MOODY'S OR S&P;
(VIII)
ERISA:
(I) PROMPTLY UPON BECOMING AWARE OF THE OCCURRENCE OF OR
FORTHCOMING OCCURRENCE OF ANY ERISA EVENT, A WRITTEN NOTICE SPECIFYING THE
NATURE THEREOF, WHAT ACTION THE BORROWER OR ANY OF ITS ERISA AFFILIATES HAS
TAKEN, IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO AND, WHEN KNOWN, ANY
ACTION TAKEN OR THREATENED BY THE INTERNAL REVENUE SERVICE, THE UNITED STATES
DEPARTMENT OF LABOR OR THE PBGC WITH RESPECT THERETO; AND (II) WITH REASONABLE
PROMPTNESS, COPIES OF (1) EACH SCHEDULE B (ACTUARIAL INFORMATION) TO THE ANNUAL
REPORT (FORM 5500 SERIES) FILED BY THE BORROWER OR ANY OF ITS ERISA AFFILIATES
WITH THE INTERNAL