CONDITION OF THE BORROWER AND ITS SUBSIDIARIES FOR THE
FISCAL QUARTER AND THE PORTION OF THE FISCAL YEAR THEN ENDED (OR FOR THE FISCAL
YEAR THEN ENDED IN THE CASE OF ANNUAL FINANCIAL STATEMENTS) (PROVIDED THAT THE
OBLIGATION TO DELIVER SUCH REPORT PURSUANT TO THIS SECTION 4.2(A)(I) SHALL BE
DEEMED SATISFIED TO THE EXTENT THE BORROWER FILES ANY SUCH REPORT WITH THE
SECURITIES AND EXCHANGE COMMISSION);
(B) TOGETHER WITH EACH DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO SUBSECTIONS
4.1(A) AND 4.1(B), A FULLY AND PROPERLY COMPLETED COMPLIANCE CERTIFICATE IN THE
FORM OF EXHIBIT 4.2(B), CERTIFYING COMPLIANCE WITH THE FINANCIAL COVENANTS SET
FORTH IN ARTICLE VI HEREOF AND SETTING FORTH THE CALCULATION OF THE FIXED CHARGE
COVERAGE RATIO AND UNENCUMBERED PROPERTY VALUE RATIO IN SUFFICIENT DETAIL SUCH
THAT THE AGENT AND THE LENDERS CAN DETERMINE WHETHER THE BORROWER IS IN
COMPLIANCE WITH SECTIONS 5.2 AND 6.1, CERTIFIED ON BEHALF OF THE BORROWER BY A
RESPONSIBLE OFFICER OF THE BORROWER;
(C) PROMPTLY AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL STATEMENTS AND
REGULAR, PERIODIC OR SPECIAL REPORTS WHICH THE BORROWER MAY MAKE TO, OR FILE
WITH, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCCESSOR OR SIMILAR
GOVERNMENTAL AUTHORITY;
(D) [RESERVED]
(E) PROMPTLY, SUCH ADDITIONAL BUSINESS, FINANCIAL, CORPORATE AFFAIRS, AND OTHER
INFORMATION AS THE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
SECTION 4.3 NOTICES.
THE BORROWER SHALL PROMPTLY NOTIFY THE AGENT AND EACH
LENDER OF EACH OF THE FOLLOWING (AND IN NO EVENT LATER THAN FIVE (5) BUSINESS
DAYS AFTER A RESPONSIBLE OFFICER OF THE BORROWER BECOMING AWARE THEREOF):
(A) THE OCCURRENCE OR EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT, OR ANY EVENT
OR CIRCUMSTANCE THAT FORESEEABLY WILL BECOME A DEFAULT OR EVENT OF DEFAULT;
(B) ANY BREACH OR NONPERFORMANCE OF, OR ANY DEFAULT UNDER, ANY CONTRACTUAL
OBLIGATION OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY VIOLATION OF, OR
NONCOMPLIANCE WITH, ANY REQUIREMENT OF LAW, WHICH WOULD REASONABLY BE EXPECTED
TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL ADVERSE
EFFECT, INCLUDING A DESCRIPTION OF SUCH BREACH, NONPERFORMANCE, DEFAULT,
VIOLATION OR NONCOMPLIANCE AND THE STEPS, IF ANY, THE BORROWER HAS TAKEN, IS
TAKING OR PROPOSES TO TAKE IN RESPECT THEREOF;
(C) (I) ANY LITIGATION OR PROCEEDING AFFECTING THE BORROWER IN WHICH THE AMOUNT
INVOLVED IS $25,000,000 OR MORE AND NOT COVERED BY INSURANCE OR IN WHICH
INJUNCTIVE OR SIMILAR RELIEF IS SOUGHT, OR (II) ANY LITIGATION, INVESTIGATION OR
PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT IS PENDING
OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED BY OR AGAINST THE BORROWER OR
AGAINST ANY OF ITS OR THEIR RESPECTIVE PROPERTIES OR REVENUES (X) WITH RESPECT
TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR (Y) WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
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(D) ANY DISPUTE, LITIGATION, INVESTIGATION, PROCEEDING OR SUSPENSION WHICH MAY
EXIST AT ANY TIME BETWEEN THE BORROWER AND ANY GOVERNMENTAL AUTHORITY;
(E) ANY MATERIAL ADVERSE EFFECT OR EVENT OR CIRCUMSTANCE THAT