entitled
to treat Borrower's Materials that are not marked "PUBLIC" as being suitable
only for posting on a portion of the Platform not designated "Public Investor."
SECTION 6.02.
NOTICES OF MATERIAL EVENTS.
THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER PROMPT WRITTEN
NOTICE OF THE FOLLOWING:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST
OR AFFECTING ANY CREDIT PARTY OR ANY AFFILIATE THEREOF THAT, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(C)
THE OCCURRENCE OF ANY ERISA EVENT THAT,
ALONE OR TOGETHER WITH ANY OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE BORROWER AND THE RESTRICTED
SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $25,000,000;
(D)
ANY WRITTEN NOTICE OR WRITTEN CLAIM TO THE
EFFECT THAT ANY CREDIT PARTY IS OR MAY BE LIABLE TO ANY PERSON AS A RESULT OF
THE RELEASE BY ANY CREDIT PARTY, OR ANY OTHER PERSON OF ANY HAZARDOUS MATERIALS
INTO THE ENVIRONMENT, WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
41
(E)
ANY WRITTEN NOTICE ALLEGING ANY VIOLATION
OF ANY ENVIRONMENTAL LAW BY ANY CREDIT PARTY, WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT;
(F)
THE RECEIPT BY THE BORROWER OR ANY
RESTRICTED SUBSIDIARY OF ANY MANAGEMENT LETTER OR COMPARABLE ANALYSIS PREPARED
BY THE AUDITORS FOR THE BORROWER OR ANY SUCH RESTRICTED SUBSIDIARY; AND
(G)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR
COULD REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Responsible Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.
SECTION 6.03.
EXISTENCE; CONDUCT OF BUSINESS.
THE
BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, DO OR CAUSE TO BE
DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES AND FRANCHISES
MATERIAL TO THE CONDUCT OF ITS BUSINESS; PROVIDED THAT THE FOREGOING SHALL NOT
PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER
SECTION 7.03.
SECTION 6.04.
PAYMENT OF OBLIGATIONS.
THE BORROWER
WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PAY ITS OBLIGATIONS,
INCLUDING TAX LIABILITIES, THAT, IF NOT PAID, COULD RESULT IN A MATERIAL ADVERSE
EFFECT BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE
(A) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, (B) THE BORROWER OR SUCH RESTRICTED SUBSIDIARY HAS SET
ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 6.05.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE BORROWER WILL, AND WILL