OR
AN EVENT OF DEFAULT IN RESPECT OF SECTION 6.07 HAS COME TO THEIR ATTENTION AND,
IF SUCH A CONDITION OR EVENT HAS COME TO THEIR ATTENTION, SPECIFYING THE NATURE
AND PERIOD OF EXISTENCE THEREOF OR A SIMILAR WRITTEN STATEMENT REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE
74
AGENT; AND (2) IN ADDITION TO THE FOREGOING, A COPY OF BORROWER'S ANNUAL REPORT
ON FORM 10-K FOR THE APPLICABLE FISCAL YEAR AS FILED BY BORROWER WITH THE
SECURITIES AND EXCHANGE COMMISSION;
(D)
COMPLIANCE CERTIFICATE. TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF BORROWER AND ITS SUBSIDIARIES PURSUANT TO SECTIONS 5.01(B)(1) AND
5.01(C)(1), A DULY EXECUTED AND COMPLETED COMPLIANCE CERTIFICATE;
(E)
NOTICE OF DEFAULT. PROMPTLY UPON ANY RESPONSIBLE OFFICER OF
BORROWER AND ITS SUBSIDIARIES OBTAINING KNOWLEDGE (I) OF ANY CONDITION OR EVENT
THAT CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT OR THAT NOTICE HAS BEEN GIVEN
TO BORROWER WITH RESPECT THERETO; (II) THAT ANY PERSON HAS GIVEN ANY NOTICE TO
BORROWER OR ANY OF ITS SUBSIDIARIES OR TAKEN ANY OTHER ACTION WITH RESPECT TO
ANY EVENT OR CONDITION SET FORTH IN SECTION 8.01(B); OR (III) OF THE OCCURRENCE
OF ANY EVENT OR CHANGE THAT HAS CAUSED OR EVIDENCES, EITHER IN ANY CASE OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT, A CERTIFICATE OF ITS AUTHORIZED
OFFICERS SPECIFYING THE NATURE AND PERIOD OF EXISTENCE OF SUCH CONDITION, EVENT
OR CHANGE, OR SPECIFYING THE NOTICE GIVEN AND ACTION TAKEN BY ANY SUCH PERSON
AND THE NATURE OF SUCH CLAIMED EVENT OF DEFAULT, DEFAULT, DEFAULT, EVENT OR
CONDITION, AND WHAT ACTION BORROWER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE
WITH RESPECT THERETO;
(F)
NOTICE OF LITIGATION. PROMPTLY UPON ANY RESPONSIBLE OFFICER OF
BORROWER AND ITS SUBSIDIARIES OBTAINING KNOWLEDGE OF (I) THE INSTITUTION OF, OR
NON-FRIVOLOUS WRITTEN THREAT OF, ANY ADVERSE PROCEEDING NOT PREVIOUSLY DISCLOSED
IN WRITING BY BORROWER TO LENDERS, OR (II) ANY MATERIAL DEVELOPMENT IN ANY
ADVERSE PROCEEDING THAT, IN THE CASE OF EITHER CLAUSE (I) OR (II) IF ADVERSELY
DETERMINED, COULD BE REASONABLY EXPECTED TO RESULT IN DAMAGES NOT OTHERWISE
COVERED BY INSURANCE IN EXCESS OF $2,500,000, OR SEEKS TO ENJOIN OR OTHERWISE
PREVENT THE CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR OBTAIN RELIEF AS A
RESULT OF, THE TRANSACTIONS CONTEMPLATED HEREBY, WRITTEN NOTICE THEREOF TOGETHER
WITH SUCH OTHER INFORMATION AS MAY BE REASONABLY AVAILABLE TO BORROWER TO ENABLE
LENDERS AND THEIR COUNSEL TO EVALUATE SUCH MATTERS;
(G)
ERISA. (I) AS SOON AS REASONABLY PRACTICABLE (BUT IN ANY EVENT
WITHIN TEN BUSINESS DAYS) UPON ANY RESPONSIBLE OFFICER OF BORROWER AND ITS
SUBSIDIARIES BECOMING AWARE OF THE OCCURRENCE OF OR FORTHCOMING OCCURRENCE OF
ANY ERISA EVENT, A WRITTEN NOTICE SPECIFYING THE NATURE THEREOF, WHAT ACTION
BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ERISA AFFILIATES
HAS TAKEN, IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO AND, WHEN KNOWN,
ANY ACTION TAKEN OR THREATENED BY THE INTERNAL REVENUE SERVICE, THE DEPARTMENT
OF LABOR OR THE PBGC WITH RESPECT THERETO; AND (II) WITH REASONABLE PROMPTNESS,
COPIES OF (1) EACH SCHEDULE B