ACCOUNTS ARISE OUT OF CONTRACTS BETWEEN A
LOAN PARTY AND THE UNITED STATES, ANY STATE, OR ANY DEPARTMENT, AGENCY OR
INSTRUMENTALLY OF ANY OF THEM;
PROMPTLY UPON RECEIPT OF THE SAME FROM ANY OF THE FOLLOWING: A DEALER NOTE
PURCHASE PARTY, ITT, THE SENIOR NOTES TRUSTEE, OR ANY SENIOR NOTE HOLDER A COPY
OF ANY NOTICE OR OTHER COMMUNICATION PERTAINING TO THE OCCURRENCE OF AN EVENT OF
DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR DOCUMENT OF SUCH LOAN PARTY WITH OR
CONCERNING SUCH PERSON, OR PERTAINING TO THE OCCURRENCE OF ANY EVENT, WHICH WITH
THE GIVING OF NOTICE, THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT UNDER ANY SUCH AGREEMENT, INSTRUMENT OR DOCUMENT;
SUCH ADDITIONAL INFORMATION AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST
(INCLUDING BUT NOT LIMITED TO, FINANCIAL PROJECTIONS, IN FORM AND CONTENT, AND
AT INTERVALS SATISFACTORY TO THE ADMINISTRATIVE AGENT) TO ENABLE THE
ADMINISTRATIVE AGENT AND EACH LENDER TO DETERMINE WHETHER THE TERMS,
REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, PROVISIONS AND CONDITIONS OF
THIS AGREEMENT HAVE BEEN COMPLIED WITH BY THE LOAN PARTIES. WITHOUT THE
NECESSITY OF ANY REQUEST BY THE LENDER, EACH LOAN PARTY SHALL AUTOMATICALLY
PROVIDE TO EACH LENDER: (I) COPIES OF ALL ENVIRONMENTAL AUDITS AND REVIEWS, (II)
NOTICE, AT LEAST THIRTY (30) DAYS PRIOR TO SUCH LOAN PARTY'S OPENING OF ANY NEW
OFFICE OR PLACE OF BUSINESS, OR ANY PROPOSED NEW OR DIFFERENT LOCATION(S) OF
COLLATERAL (WHICH COLLATERAL SHALL ONLY BE REMOVED, EXCEPT WITH RESPECT TO
DISPOSITIONS OF COLLATERAL THAT ARE PERMITTED UNDER THE SECURITY AGREEMENT, FROM
SUCH LOCATION(S) WITH THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND
THE REQUIRED LENDERS, WHICH SHALL NOT BE UNREASONABLY WITHHELD, BUT WHICH SHALL
NOT BE CONSIDERED TO HAVE BEEN UNREASONABLY WITHHELD AS TO ANY MATTERS
PERTAINING TO CONTINUOUS PERFECTION OF ALL OF THE LIENS OF THE ADMINISTRATIVE
AGENT FOR THE RATABLE BENEFIT OF THE LENDERS), OR SUCH LOAN PARTY'S CLOSING OF
ANY EXISTING OFFICE OR PLACE OF BUSINESS, AND (III) PROMPTLY UPON SUCH LOAN
PARTY'S LEARNING
48
THEREOF, NOTICE OF ANY LABOR DISPUTE TO WHICH SUCH LOAN PARTY MAY BECOME A
PARTY, ANY STRIKES OR WALKOUTS RELATING TO ANY OF ITS PLANTS OR OTHER
FACILITIES, AND THE EXPIRATION OF ANY LABOR CONTRACT TO WHICH IT IS A PARTY OR
BY WHICH IT IS BOUND;
PROMPTLY UPON BECOMING AWARE OF THE SAME, WRITTEN NOTICE OF ANY VIOLATION OF ANY
LAW, STATUTE, REGULATION OR ORDINANCE OF ANY GOVERNMENTAL ENTITY, OR OF ANY
AGENCY THEREOF, APPLICABLE TO IT WHICH MAY MATERIALLY ADVERSELY AFFECT THE
COLLATERAL OR THE BUSINESS, ASSETS, OPERATIONS OR CONDITION (FINANCIAL OR
OTHERWISE) OF ANY BORROWER OR THE LOAN PARTIES TAKEN AS A WHOLE AND WHICH
VIOLATION, IF IT WERE TO CONTINUE, INVOLVES OR COULD REASONABLY BE EXPECTED TO
INVOLVE IN EXCESS OF $250,000 IN THE AGGREGATE TO FINALLY AND FULLY SATISFY AND
RESOLVE. IN CALCULATING THE FOREGOING DOLLAR AMOUNT, THERE SHALL BE INCLUDED ANY
AND ALL AMOUNTS NECESSARY, IN THE SOLE JUDGMENT OF THE ADMINISTRATIVE AGENT,
EXERCISED IN GOOD FAITH, TO DISCHARGE THE PERTINENT VIOLATION,