AUTHORITY WHICH
SPECIFICALLY RELATE TO THE BORROWER OR ANY SUBSIDIARY, EXCEPT IN EACH CASE FOR
THOSE REPORTS, NOTICES AND OTHER COMMUNICATIONS REQUIRED BY SUCH GOVERNMENTAL
AGENCIES TO BE KEPT CONFIDENTIAL;
(F)
FORTHWITH UPON ANY OFFICER OF THE BORROWER OBTAINING KNOWLEDGE OF
ANY CONDITION OR EVENT WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT, A
CERTIFICATE SIGNED BY SUCH OFFICER SPECIFYING IN REASONABLE DETAIL THE NATURE
AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWER HAS TAKEN OR
PROPOSES TO TAKE WITH RESPECT THERETO;
(G)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL AUDIT REPORTS AND
MANAGEMENT LETTERS, IF ANY, SUBMITTED TO THE BORROWER BY INDEPENDENT PUBLIC
ACCOUNTANTS IN CONNECTION WITH EACH INTERIM OR SPECIAL AUDIT OF THE BOOKS OF THE
BORROWER MADE BY SUCH ACCOUNTANTS AND, UPON REQUEST BY THE AGENT, COPIES OF ALL
FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS, IF ANY, SENT BY THE
BORROWER TO ITS SHAREHOLDERS;
(H)
IMMEDIATELY, AFTER THE BORROWER OBTAINS KNOWLEDGE THEREOF, NOTICE
OF:
(I)
THE INSTITUTION OR COMMENCEMENT OF ANY ACTION, SUIT, PROCEEDING OR
INVESTIGATION BY OR AGAINST OR AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES
OR ANY OF ITS OR THEIR ASSETS WHICH, IF DETERMINED ADVERSELY TO THE BORROWER, IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; (II)
ANY LITIGATION OR
PROCEEDING INSTITUTED BY OR AGAINST THE BORROWER, OR ANY JUDGMENT, AWARD,
DECREE, ORDER OR DETERMINATION RELATING TO ANY LITIGATION OR PROCEEDING
INVOLVING THE BORROWER WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT; (III) THE IMPOSITION OR CREATION OF ANY LIEN AGAINST ANY ASSET OF THE
BORROWER EXCEPT THOSE PERMITTED BY THIS AGREEMENT; (IV) ANY REPORTABLE EVENT
UNDER SECTION 4043 OF ERISA FOR WHICH THE NOTICE REQUIREMENT IS NOT WAIVED BY
THE REGULATIONS THEREUNDER, TOGETHER WITH A STATEMENT OF THE BORROWER'S CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND/OR CONTROLLER AS TO THE DETAILS
THEREOF AND A COPY OF ITS NOTICE THEREOF TO THE PBGC; AND (V) ANY KNOWN RELEASE
OR THREAT OF RELEASE OF HAZARDOUS MATERIALS ON, ONTO OR UNDER
22
ANY SITE OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY IN MATERIAL
VIOLATION OF APPLICABLE LAW OR THE INCURRENCE OF ANY EXPENSE OR LOSS IN
CONNECTION THEREWITH OR UPON THE BORROWER'S OBTAINING KNOWLEDGE OF ANY
INVESTIGATION, ACTION OR THE INCURRENCE OF ANY EXPENSE OR LOSS BY ANY
GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE CONTAINMENT OR REMOVAL OF ANY
HAZARDOUS MATERIALS FOR WHICH EXPENSE OR LOSS THE BORROWER OR ANY SUBSIDIARY MAY
BE LIABLE OR POTENTIALLY RESPONSIBLE;
(I)
PROMPTLY NOTIFY AGENT OF ANY MATERIAL ADVERSE CHANGE IN THE
BORROWER'S FINANCIAL CONDITION OR OF ANY CONDITION OR EVENT WHICH CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR ANY OTHER EVENT OR CONDITION WHICH HAS HAD OR IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT;
(J)
THE BORROWER WILL PERMIT THE AGENT TO INSPECT AND AUDIT THE BOOKS
AND RECORDS AND ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER AND ITS
SUBSIDIARIES DURING NORMAL BUSINESS HOURS AND,