THE STATEMENT OF THE CHIEF EXECUTIVE OFFICER OR RESPONSIBLE
FINANCIAL OFFICER OF THE COMPANY TO THE EFFECT THAT, TO THE BEST OF HIS
KNOWLEDGE, SUCH PROJECTIONS ARE A REASONABLE ESTIMATE FOR THE PERIODS
RESPECTIVELY COVERED THEREBY.
(G)
INSURANCE.
(I) PRIOR TO THE CLOSING DATE, THE COMPANY SHALL HAVE
DELIVERED TO ADMINISTRATIVE AGENT EVIDENCE OF INSURANCE COMPLYING WITH THE
REQUIREMENTS OF SECTION 7.8 FOR THE BUSINESS AND PROPERTIES OF THE BORROWERS AND
THEIR SUBSIDIARIES, IN FORM REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT AND
THE REQUIRED LENDERS AND NAMING ADMINISTRATIVE AGENT AS AN ADDITIONAL INSURED,
MORTGAGEE AND/OR LOSS PAYEE AS ITS INTERESTS MAY APPEAR, AND STATING THAT SUCH
INSURANCE SHALL NOT BE CANCELED OR REVISED WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE
BY THE INSURER TO ADMINISTRATIVE AGENT AND (II) THE COMPANY SHALL DELIVER TO
ADMINISTRATIVE AGENT INFORMATION CONCERNING INSURANCE AT THE TIMES AND IN THE
MANNER SPECIFIED IN SECTION 7.8.
(H)
MANAGEMENT LETTERS.
PROMPTLY AFTER RECEIPT THEREOF, A COPY OF ANY
"MANAGEMENT LETTER" RECEIVED BY BORROWER OR ANY OF ITS SUBSIDIARIES FROM ITS
CERTIFIED PUBLIC ACCOUNTANTS.
7.3
NOTICES.
PROMPTLY (AND IN ANY EVENT WITHIN THREE BUSINESS DAYS IN
THE CASE OF (A) BELOW, OR THIRTY DAYS IN THE CASE OF (B) AND (C) BELOW) AFTER A
RESPONSIBLE OFFICER OF THE COMPANY OR ANY SUBSIDIARY OBTAINS KNOWLEDGE THEREOF,
GIVE NOTICE TO ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY PROVIDE A COPY OF SUCH
NOTICE TO EACH LENDER) OF:
(A)
EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT.
THE OCCURRENCE OF
ANY EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT, ACCOMPANIED BY A STATEMENT
OF A RESPONSIBLE OFFICER SETTING FORTH DETAILS OF THE OCCURRENCE REFERRED TO
THEREIN AND STATING WHAT ACTION THE BORROWERS OR SUCH SUBSIDIARY PROPOSES TO
TAKE WITH RESPECT THERETO.
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(B)
LITIGATION AND RELATED MATTERS.
THE COMMENCEMENT OF, OR ANY
MATERIAL DEVELOPMENT IN, ANY ACTION, SUIT, PROCEEDING OR INVESTIGATION AFFECTING
THE BORROWERS OR ANY OF THEIR RESTRICTED SUBSIDIARIES OR ANY OF THEIR RESPECTIVE
PROPERTIES BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY, (I) IN WHICH THE
AMOUNT INVOLVED THAT THE BORROWERS REASONABLY DETERMINE IS NOT COVERED BY
INSURANCE OR OTHER INDEMNITY IS $10,000,000 OR MORE, (II) WITH RESPECT TO ANY
LOAN DOCUMENT OR ANY MATERIAL INDEBTEDNESS OR PREFERRED STOCK OF A BORROWER OR
ANY OF ITS RESTRICTED SUBSIDIARIES OR (III) WHICH, IF DETERMINED ADVERSELY TO A
BORROWER OR ANY OF ITS SUBSIDIARIES, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(C)
ENVIRONMENTAL NOTIFICATION.
(I)
THE OCCURRENCE OF ONE OR MORE OF THE FOLLOWING, TO THE EXTENT
THAT ANY OF THE FOLLOWING, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE FINANCIAL CONDITION, BUSINESS OR PROPERTIES OF THE COMPANY
AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR, IN ANY EVENT, COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY TO A BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES IN EXCESS OF $5,000,000 OR A FINE OR PENALTY IN EXCESS OF
$3,000,000:
(A) WRITTEN NOTICE, CLAIM OR REQUEST FOR INFORMATION TO THE EFFECT
THAT A BORROWER OR ANY OF ITS SUBSIDIARIES IS OR MAY