BY BORROWERS TO AGENT PRIOR
TO THE DATE HEREOF, TOGETHER WITH SUCH SUPPORTING INFORMATION AS AGENT MAY
REASONABLY REQUEST.
SUCH PROJECTED FINANCIAL STATEMENTS SHALL BE PREPARED ON A
QUARTERLY BASIS FOR THE NEXT SUCCEEDING YEAR. SUCH PROJECTIONS SHALL REPRESENT
THE REASONABLE BEST ESTIMATE BY BORROWERS AND GUARANTORS OF THE FUTURE FINANCIAL
PERFORMANCE OF PARENT AND ITS SUBSIDIARIES FOR THE PERIODS SET FORTH THEREIN AND
SHALL HAVE BEEN PREPARED ON THE BASIS OF THE ASSUMPTIONS SET FORTH THEREIN WHICH
BORROWERS AND GUARANTORS BELIEVE ARE FAIR AND REASONABLE AS OF THE DATE OF
PREPARATION IN LIGHT OF CURRENT AND REASONABLY FORESEEABLE BUSINESS CONDITIONS
(IT BEING UNDERSTOOD THAT ACTUAL RESULTS MAY DIFFER FROM THOSE SET FORTH IN SUCH
PROJECTED FINANCIAL STATEMENTS).
(B)
BORROWERS AND GUARANTORS SHALL PROMPTLY NOTIFY AGENT IN
WRITING OF THE DETAILS OF (I) ANY LOSS, DAMAGE, INVESTIGATION, ACTION, SUIT,
PROCEEDING OR CLAIM RELATING TO COLLATERAL HAVING A VALUE OF MORE THAN
$5,000,000 OR WHICH IF ADVERSELY DETERMINED WOULD RESULT IN ANY MATERIAL ADVERSE
CHANGE IN ANY BORROWER'S OR GUARANTOR'S BUSINESS, PROPERTIES, ASSETS, GOODWILL
OR CONDITION, FINANCIAL OR OTHERWISE, (II) ANY MATERIAL CONTRACT BEING
TERMINATED OR AMENDED OR ANY NEW MATERIAL CONTRACT ENTERED INTO (IN WHICH EVENT
BORROWERS AND GUARANTORS SHALL PROVIDE AGENT WITH A COPY OF SUCH MATERIAL
CONTRACT), (III) ANY ORDER, JUDGMENT OR DECREE IN EXCESS OF $5,000,000 SHALL
HAVE BEEN ENTERED AGAINST ANY BORROWER OR GUARANTOR ANY OF ITS OR THEIR
PROPERTIES OR ASSETS, (IV) ANY NOTIFICATION OF A MATERIAL VIOLATION OF LAWS OR
REGULATIONS RECEIVED
81
BY ANY BORROWER OR GUARANTOR, (V) ANY ERISA EVENT, AND (VI) THE OCCURRENCE OF
ANY DEFAULT OR EVENT OF DEFAULT.
(C)
PROMPTLY AFTER THE SENDING OR FILING THEREOF, BORROWERS
SHALL SEND TO AGENT COPIES OF (I) ALL REPORTS WHICH PARENT OR ANY OF ITS
SUBSIDIARIES SENDS TO ITS SECURITY HOLDERS GENERALLY, (II) ALL REPORTS AND
REGISTRATION STATEMENTS WHICH PARENT OR ANY OF ITS SUBSIDIARIES FILES WITH THE
SECURITIES EXCHANGE COMMISSION, ANY NATIONAL OR FOREIGN SECURITIES EXCHANGE OR
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AND SUCH OTHER REPORTS AS
AGENT MAY HEREAFTER SPECIFICALLY IDENTIFY TO ADMINISTRATIVE BORROWER THAT AGENT
WILL REQUIRE BE PROVIDED TO AGENT, (III) ALL PRESS RELEASES AND (IV) ALL OTHER
STATEMENTS CONCERNING MATERIAL CHANGES OR DEVELOPMENTS IN THE BUSINESS OF A
BORROWER OR GUARANTOR MADE AVAILABLE BY ANY BORROWER OR GUARANTOR TO THE PUBLIC.
(D)
BORROWERS AND GUARANTORS SHALL FURNISH OR CAUSE TO BE
FURNISHED TO AGENT SUCH BUDGETS, FORECASTS, PROJECTIONS AND OTHER INFORMATION
RESPECTING THE COLLATERAL AND THE BUSINESS OF BORROWERS AND GUARANTORS, AS AGENT
MAY, FROM TIME TO TIME, REASONABLY REQUEST.
AGENT IS HEREBY AUTHORIZED TO
DELIVER A COPY OF ANY FINANCIAL STATEMENT OR ANY OTHER INFORMATION RELATING TO
THE BUSINESS OF BORROWERS AND GUARANTORS TO ANY COURT OR OTHER GOVERNMENTAL
AUTHORITY OR TO ANY LENDER OR PARTICIPANT OR PROSPECTIVE LENDER OR PARTICIPANT
OR ANY AFFILIATE OF ANY LENDER OR PARTICIPANT. EACH BORROWER AND GUARANTOR
HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ALL ACCOUNTANTS OR AUDITORS TO DELIVER
TO AGENT, AT BORROWERS' EXPENSE, COPIES OF THE FINANCIAL