INFORMATION
REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE
BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 5.02. 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;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE
BORROWER OR ANY AFFILIATE THEREOF THAT COULD REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT;
(C)
THE OCCURRENCE OF ANY ERISA EVENT THAT, ALONE OR TOGETHER WITH ANY
OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY OF THE BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING
$3,000,000;
(D)
PROMPTLY AFTER THE TERMINATION OR EXPIRATION PRIOR TO ITS STATED
MATURITY OF ANY CORRECTIONAL AND DETENTION FACILITY CONTRACT WITH ANNUAL
REVENUES IN EXCESS OF $20,000,000, EITHER AS A SINGLE SUCH CONTRACT OR THE
AGGREGATE OF MULTIPLE CONTRACTS DURING THE BORROWER'S FISCAL YEAR, PRO FORMA
FINANCIAL PROJECTIONS PREPARED BY THE BORROWER DEMONSTRATING THAT AFTER GIVING
EFFECT TO SUCH TERMINATION OR EXPIRATION (AND ANY REPLACEMENT CORRECTIONAL AND
DETENTION FACILITY CONTRACT THEREFOR) THE BORROWER WILL BE IN COMPLIANCE WITH
ITS OBLIGATIONS UNDER SECTIONS 6.09, 6.10 AND 6.11 HEREOF FOR THE PERIOD
COMMENCING ON THE DATE OF SUCH TERMINATION AND ENDING ON THE LAST DAY OF THE
AVAILABILITY PERIOD; AND
(E)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.
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SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. THE BORROWER WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND TO THE
EXTENT THAT FAILURE TO DO SO COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, THE RIGHTS, LICENSES, PERMITS, PRIVILEGES AND
FRANCHISES MATERIAL TO THE CONDUCT OF ITS BUSINESS; PROVIDED THAT THE FOREGOING
SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 6.03.
SECTION 5.04. PAYMENT OF OBLIGATIONS. THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, PAY ITS OBLIGATIONS, INCLUDING TAX LIABILITIES, THAT, IF
NOT PAID, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE
VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, AND (B) THE BORROWER OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS
ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP.
SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. THE BORROWER WILL,