DETERMINED, COULD BE REASONABLY EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, OR SEEKS TO ENJOIN OR OTHERWISE PREVENT THE
CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR OBTAIN RELIEF AS A RESULT OF, THE
TRANSACTIONS CONTEMPLATED HEREBY, WRITTEN NOTICE THEREOF TOGETHER WITH SUCH
OTHER INFORMATION AS MAY BE REASONABLY AVAILABLE TO COMPANY TO ENABLE LENDERS
AND THEIR COUNSEL TO EVALUATE SUCH MATTERS (SUBJECT TO THE PRESERVATION OF
ATTORNEY-CLIENT PRIVILEGES AND OTHER APPLICABLE PRIVILEGES);
(G)
ERISA.
PROMPTLY UPON BECOMING AWARE OF THE OCCURRENCE OF OR
FORTHCOMING OCCURRENCE OF ANY ERISA EVENT THAT, ALONE OR TOGETHER WITH ANY OTHER
ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN A
LIABILITY OF COMPANY AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $10.0
MILLION, A WRITTEN NOTICE SPECIFYING THE NATURE THEREOF, WHAT ACTION COMPANY,
ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ERISA AFFILIATES HAS TAKEN,
IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO AND, WHEN KNOWN, ANY ACTION
TAKEN OR THREATENED BY THE INTERNAL REVENUE SERVICE, THE DEPARTMENT OF LABOR OR
THE PBGC WITH RESPECT THERETO;
(H)
INSURANCE REPORT.
AS SOON AS PRACTICABLE AND IN ANY EVENT BY THE
LAST DAY OF EACH FISCAL YEAR, A REPORT IN FORM AND SUBSTANCE SATISFACTORY TO
ADMINISTRATIVE AGENT OUTLINING
64
ALL MATERIAL INSURANCE COVERAGE MAINTAINED AS OF THE DATE OF SUCH REPORT BY
COMPANY AND ITS SUBSIDIARIES AND ALL MATERIAL INSURANCE COVERAGE PLANNED TO BE
MAINTAINED BY COMPANY AND ITS SUBSIDIARIES IN THE IMMEDIATELY SUCCEEDING FISCAL
YEAR;
(I)
ENVIRONMENTAL REPORTS AND AUDITS.
AS SOON AS PRACTICABLE
FOLLOWING RECEIPT THEREOF, COPIES OF ALL ENVIRONMENTAL AUDITS AND REPORTS WITH
RESPECT TO ENVIRONMENTAL MATTERS AT ANY REAL ESTATE FACILITY OR WHICH RELATE TO
ANY ENVIRONMENTAL LIABILITIES OF COMPANY OR ITS SUBSIDIARIES WHICH, IN ANY SUCH
CASE, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT;
(J)
OPINIONS TO SECOND LIEN COLLATERAL TRUSTEE.
AS SOON AS
PRACTICABLE FOLLOWING RECEIPT THEREOF, AN EXECUTED COPY OF EACH OPINION OF
COUNSEL ISSUED TO THE SECOND LIEN COLLATERAL TRUSTEE PURSUANT TO THE TERMS OF
THE SENIOR SECURED NOTES DOCUMENTS;
(K)
INFORMATION REGARDING COLLATERAL.
COMPANY WILL FURNISH TO
COLLATERAL AGENT WRITTEN NOTICE OF CHANGES REQUIRED PURSUANT TO THE TERMS OF THE
PLEDGE AND SECURITY AGREEMENT AT THE TIMES PRESCRIBED THEREFOR IN THE APPLICABLE
PROVISIONS OF THE PLEDGE AND SECURITY AGREEMENT; AND
(L)
OTHER INFORMATION.
(I) PROMPTLY UPON THEIR BECOMING AVAILABLE,
COPIES OF (A) ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS
SENT OR MADE AVAILABLE GENERALLY BY COMPANY TO ITS SECURITY HOLDERS ACTING IN
SUCH CAPACITY OR BY ANY SUBSIDIARY OF COMPANY TO ITS SECURITY HOLDERS OTHER THAN
COMPANY OR ANOTHER SUBSIDIARY OF COMPANY, AND (B) ALL REGULAR AND PERIODIC
REPORTS AND ALL REGISTRATION STATEMENTS AND PROSPECTUSES, IF ANY, FILED BY
COMPANY OR ANY OF ITS SUBSIDIARIES WITH ANY SECURITIES EXCHANGE OR WITH THE
SECURITIES AND EXCHANGE COMMISSION OR ANY GOVERNMENTAL OR PRIVATE REGULATORY
AUTHORITY, AND (II) SUCH OTHER INFORMATION AND DATA WITH RESPECT TO COMPANY OR
ANY OF ITS SUBSIDIARIES AS