INTERCEPT
AND OBSTRUCT TERRORISM ACT OF 2001, AS AMENDED (THE "USA PATRIOT ACT");
(D)
AS SOON AS REASONABLY PRACTICABLE, SUCH
ADDITIONAL FINANCIAL AND OTHER INFORMATION RELATING TO THE THEN EXISTING
FINANCIAL CONDITION OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES AS THE
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST, SUBJECT TO AN
AGREED UPON CONFIDENTIALITY PROVISION OR EXCEPT WHERE THE DISCLOSURE OF SUCH
INFORMATION IS PROHIBITED BY LAW OR BY REGULATORY REQUIREMENT; AND,
(E)
COPIES OF COMPLIANCE CERTIFICATES IN THE
FORM OF EXHIBIT GG TO THE PARTICIPATION AGREEMENTS CONSTITUTING FACILITY LEASE
DOCUMENTS REQUIRED TO BE DELIVERED THEREUNDER, TOGETHER WITH ALL INFORMATION
DELIVERED PURSUANT TO EXHIBIT THREE TO EXHIBIT F TO THE PLAN OF REORGANIZATION
THAT SUPPORTS THE CALCULATIONS SET FORTH IN SUCH COMPLIANCE CERTIFICATES, AT THE
TIMES SUCH COMPLIANCE CERTIFICATES AND INFORMATION ARE REQUIRED TO BE DELIVERED
UNDER THE FACILITY LEASE DOCUMENTS.
6.4.
Notices.
Within five (5) Business Days of a
Responsible Officer obtaining knowledge thereof, the Borrower shall give notice
to the Administrative Agent and each Lender of:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT;
(B)
THE OCCURRENCE OF ANY ERISA EVENT THAT,
ALONE OR TOGETHER WITH ANY OTHER ERISA EVENT, WOULD RESULT IN A MATERIAL ADVERSE
EFFECT;
(C)
ANY CHANGE IN THE BORROWER'S S&P RATING OR
MOODY'S RATING; AND
(D)
ANY LITIGATION, INVESTIGATION OR PROCEEDING
AFFECTING ANY LOAN PARTY THAT MAY EXIST AT ANY TIME THAT WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Each notice pursuant to this Section 6.4 (other than clause (c)) shall be
accompanied by a statement of a Responsible Officer setting forth details of the
occurrence
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referred to therein and stating what action the relevant Group Member or other
Subsidiary of the Borrower proposes to take with respect thereto.
6.5.
Inspection.
The Borrower shall permit the
Administrative Agent or any other Lender or any agents or representatives
thereof (at the expense of the Administrative Agent and/or such Lender unless an
Event of Default has occurred and is continuing), to examine and make copies of
and abstracts from records and books of, and visit the properties of, the
Borrower to discuss the affairs, finances and accounts of the Borrower with any
of its officers or directors and with its independent certified public
accountants (in the presence of the Borrower) from time to time during normal
business hours upon reasonable notice.
The Administrative Agent agrees to
coordinate and consolidate visits pursuant to this Section 6.5 by Lenders and
their agents and representatives (including the examination of books and records
and the making of copies and abstracts of books and records) at mutually
convenient times and in such a manner so as to cause minimum disruption to the
operations of the Borrower and to minimize costs associated with such visits.
6.6.
Maintenance of Property; Insurance.
The
Borrower shall, and shall cause each Restricted Subsidiary to (a) keep all
material property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted except