PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL REPORTS, IF ANY,
SUBMITTED TO THE BORROWER OR ITS BOARD OF DIRECTORS BY ITS INDEPENDENT PUBLIC
ACCOUNTANTS, INCLUDING, WITHOUT LIMITATION, ALL MANAGEMENT REPORTS.
(B)
AS SOON AS PRACTICABLE, COPIES OF ALL FINANCIAL STATEMENTS AND
REPORTS THAT THE BORROWER SENDS TO ITS SHAREHOLDERS GENERALLY OR TO HOLDERS OF
THE SENIOR NOTES OR ANY OTHER DEBT OF THE BORROWER (OTHER THAN THE LOANS), AND
ALL REGISTRATION STATEMENTS (INCLUDING AMENDMENTS THERETO) AND ALL REGULAR OR
PERIODIC REPORTS WHICH THE BORROWER FILES WITH THE SEC.
(C)
FROM TIME TO TIME AND PROMPTLY UPON EACH REQUEST, SUCH FORECASTS,
DATA, CERTIFICATES, REPORTS, STATEMENTS, OPINIONS OF COUNSEL, DOCUMENTS OR
FURTHER INFORMATION REGARDING THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL
CONDITION, RESULTS OF OPERATIONS OR BUSINESS PROSPECTS OF THE BORROWER AS THE
ADMINISTRATIVE AGENT OR ANY LENDER THROUGH THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST AND WHICH THE BORROWER WITHOUT UNREASONABLE EXPENSE (OTHER
THAN ANY LEGAL OPINION AS TO THE PERFECTED STATUS OR PRIORITY OF THE SECURITY
INTEREST IN ANY COLLATERAL) MAY OBTAIN.
THE RIGHTS OF THE ADMINISTRATIVE AGENT
AND THE LENDERS UNDER THIS SECTION 10.4(C) ARE IN ADDITION TO AND NOT IN
DEROGATION OF ITS RIGHTS UNDER ANY OTHER PROVISION OF THIS AGREEMENT OR ANY LOAN
DOCUMENT.
(D)
IF REQUESTED BY ANY LENDER, THE BORROWER WILL FURNISH TO SUCH
LENDER STATEMENTS IN CONFORMITY WITH THE REQUIREMENTS OF FEDERAL RESERVE FORM
G-1 OR U-1 REFERRED TO IN REGULATIONS G AND U, RESPECTIVELY, OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 10.5
NOTICE OF LITIGATION AND OTHER MATTERS.
PROMPT NOTICE
OF:
(A)
THE COMMENCEMENT, TO THE EXTENT THE BORROWER IS AWARE OF THE SAME,
OF ALL PROCEEDINGS AND INVESTIGATIONS BY OR BEFORE ANY GOVERNMENTAL OR
NONGOVERNMENTAL BODY AND ALL
79
ACTIONS AND PROCEEDINGS IN ANY COURT OR BEFORE ANY ARBITRATOR AGAINST OR IN ANY
OTHER WAY RELATING ADVERSELY TO, OR ADVERSELY AFFECTING, THE BORROWER OR ANY
AFFILIATE OF THE BORROWER OR ANY OF THEIR RESPECTIVE PROPERTY, ASSETS OR
BUSINESSES WHICH MIGHT, IN THE AGGREGATE, CAUSE A DEFAULT OR AN EVENT OF DEFAULT
OR HAVE A MATERIALLY ADVERSE EFFECT,
(B)
ANY AMENDMENT OF THE ARTICLES OR CERTIFICATE OF INCORPORATION OR
BY-LAWS OF THE BORROWER,
(C)
ANY CHANGE IN THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL
CONDITION OR RESULTS OF OPERATIONS OF THE BORROWER OR ANY AFFILIATE OF THE
BORROWER WHICH HAS HAD OR MAY HAVE ANY MATERIALLY ADVERSE EFFECT AND ANY CHANGE
IN THE EXECUTIVE OFFICERS OF THE BORROWER, AND
(D)
ANY (I) DEFAULT OR EVENT OF DEFAULT OR (II) EVENT THAT CONSTITUTES
OR THAT, WITH THE PASSAGE OF TIME OR GIVING OF NOTICE OR BOTH, WOULD CONSTITUTE
A DEFAULT OR EVENT OF DEFAULT BY THE BORROWER UNDER ANY MATERIAL AGREEMENT
(OTHER THAN THIS AGREEMENT) TO WHICH THE BORROWER IS A PARTY OR BY WHICH THE
BORROWER OR ANY OF ITS PROPERTY MAY BE BOUND IF THE EXERCISE OF REMEDIES
THEREUNDER BY THE OTHER PARTY TO SUCH AGREEMENT WOULD HAVE A MATERIALLY ADVERSE
EFFECT.
SECTION 10.6
ERISA.
AS SOON AS POSSIBLE AND IN ANY