AND RECORDS; DISCUSSIONS.
KEEP
PROPER BOOKS OF RECORDS AND ACCOUNTS, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN
CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW SHALL BE MADE OF ALL DEALINGS
AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES; AND PERMIT AFTER
REASONABLE NOTICE REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO
VISIT AND INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND MAKE ABSTRACTS FROM ANY
OF ITS BOOKS AND RECORDS AT ANY REASONABLE TIME AND AS OFTEN AS MAY REASONABLY
BE DESIRED, AND TO DISCUSS THE BUSINESS, OPERATIONS, PROPERTIES AND FINANCIAL
AND OTHER CONDITION OF THE BORROWER AND EACH SUBSIDIARY WITH OFFICERS AND
EMPLOYEES OF THE BORROWER AND SUCH SUBSIDIARY AND WITH THEIR INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS. ALL COSTS AND EXPENSES RELATING TO ANY SUCH
VISITATION AND INSPECTION (I) IN THE CASE OF A LENDER, SHALL BE BORNE BY SUCH
LENDER, AND (II) IN THE CASE OF THE ADMINISTRATIVE AGENT, SHALL BE BORNE BY THE
ADMINISTRATIVE AGENT UNLESS A DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING.
(g)
Notices
(i).
Within five (5) days after the Borrower knows with
respect to any notice under clause (A) or within ten (10) days with respect to
any other notice under this Section 5.01(g)(i), give notice to the
Administrative Agent and each Lender of:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
37
(B)
ANY (X) DEFAULT OR EVENT OF DEFAULT UNDER ANY CONTRACTUAL
OBLIGATION OF THE BORROWER OR ANY SUBSIDIARY, OR (Y) LITIGATION, INVESTIGATION
OR PROCEEDING WHICH MAY EXIST AT ANY TIME BETWEEN THE BORROWER OR ANY SUCH
SUBSIDIARY AND ANY GOVERNMENTAL AUTHORITY, WHICH IN EITHER CASE, IF NOT CURED OR
IF ADVERSELY DETERMINED, AS THE CASE MAY BE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(C)
ANY MATERIAL LABOR DISPUTE TO WHICH THE BORROWER OR ANY SUBSIDIARY
MAY BECOME A PARTY AND WHICH INVOLVES ANY GROUP OF EMPLOYEES, ANY STRIKES OR
WALKOUTS RELATING TO ANY OF ITS PLANTS OR FACILITIES AND THE EXPIRATION OR
TERMINATION OF ANY LABOR CONTRACT TO WHICH THE BORROWER OR SUCH SUBSIDIARY IS A
PARTY OR BY WHICH THE BORROWER OR SUCH SUBSIDIARY IS BOUND AND WHICH DISPUTE
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(D)
ANY LITIGATION OR PROCEEDING INSTITUTED AGAINST THE BORROWER WHICH,
IF ADVERSELY DETERMINED AGAINST THE BORROWER, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; OR
(E)
ALL WRITTEN CLAIMS, COMPLAINTS, NOTICES OR INQUIRIES RELATING TO
COMPLIANCE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW
THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Each notice pursuant to this Section 5.01(g)(i) shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto.
For the purposes of this Section 5.01(g)(i), the Borrower
shall be deemed to have knowledge when any officer of the Borrower charged with
responsibility for any