THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO
ANY OR ALL FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES
EXCHANGE, OR DISTRIBUTED BY ANY MEMBER OF THE CONSOLIDATED GROUP TO ITS
SHAREHOLDERS GENERALLY, AS THE CASE MAY BE; AND
(F)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION
REGARDING THE RESULTS OF OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF
ANY MEMBER OF THE CONSOLIDATED GROUP AS THE ADMINISTRATIVE AGENT OR ANY LENDER
MAY REASONABLY REQUEST.
SECTION 5.2.
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 OR EVENT OF DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR, TO THE KNOWLEDGE OF
THE BORROWER, AFFECTING ANY MEMBER OF THE CONSOLIDATED GROUP WHICH, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(C)
THE OCCURRENCE OF ANY EVENT OR ANY OTHER DEVELOPMENT BY WHICH THE
ANY MEMBER OF THE CONSOLIDATED GROUP (I) FAILS TO COMPLY WITH ANY ENVIRONMENTAL
LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL
REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) BECOMES SUBJECT TO ANY ENVIRONMENTAL
LIABILITY, (III) RECEIVES NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL
LIABILITY, OR (IV) BECOMES AWARE OF ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY
AND IN EACH OF THE PRECEDING CLAUSES, WHICH INDIVIDUALLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(D)
THE OCCURRENCE OF ANY ERISA EVENT THAT ALONE, OR TOGETHER WITH ANY
OTHER ERISA EVENTS THAT HAVE OCCURRED RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT;
(E)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, OR THE RECEIPT
BY ANY MEMBER OF THE CONSOLIDATED GROUP OF ANY WRITTEN NOTICE OF AN ALLEGED
DEFAULT OR EVENT OF DEFAULT, RESPECT OF ANY MATERIAL INDEBTEDNESS; AND
(F)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
(G)
EACH NOTICE DELIVERED UNDER THIS SECTION SHALL BE ACCOMPANIED BY A
WRITTEN STATEMENT OF A RESPONSIBLE OFFICER 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 5.3.
EXISTENCE; CONDUCT OF BUSINESS.
THE BORROWER WILL CAUSE
EACH MEMBER OF THE CONSOLIDATED GROUP TO DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE AND ITS RESPECTIVE RIGHTS, LICENSES, PERMITS,
55
PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL
TO THE CONDUCT OF ITS BUSINESS AND WILL CONTINUE TO ENGAGE IN THE SAME BUSINESS
AS PRESENTLY CONDUCTED OR SUCH OTHER BUSINESSES THAT ARE REASONABLY RELATED
THERETO; PROVIDED, THAT NOTHING IN THIS SECTION SHALL PROHIBIT ANY MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 7.3.
SECTION 5.4.
COMPLIANCE WITH LAWS, ETC.
THE