normal year-end audit adjustments;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER PARAGRAPH (A)
OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OPINING ON OR CERTIFYING SUCH
STATEMENTS (I) CERTIFYING THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED OR,
IF SUCH AN EVENT OF DEFAULT OR DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND
EXTENT THEREOF AND ANY CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH
RESPECT THERETO AND (II) SETTING FORTH COMPUTATIONS IN REASONABLE DETAIL
SATISFACTORY TO THE ADMINISTRATIVE AGENT DEMONSTRATING COMPLIANCE WITH THE
COVENANTS CONTAINED IN SECTIONS 6.11, 6.12, 6.13 AND 6.14 AND (X) IN THE CASE OF
A CERTIFICATE DELIVERED WITH THE FINANCIAL STATEMENTS REQUIRED BY PARAGRAPH (B)
ABOVE FOR THE SECOND FISCAL QUARTER OF EACH YEAR, SETTING FORTH THE BORROWER'S
CALCULATION OF EXCESS CASH FLOW;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE (A)
ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH FINANCIAL
STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR
EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT OR EVENT OF DEFAULT
(WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR
GUIDELINES);
(E)
NO LATER THAN 45 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A
DETAILED CONSOLIDATED BUDGET FOR THE THEN CURRENT FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED
OPERATIONS AND CASH FLOWS AS OF THE END OF AND FOR SUCH FISCAL YEAR AND SETTING
FORTH THE ASSUMPTIONS USED FOR PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY
WHEN AVAILABLE, ANY SIGNIFICANT REVISIONS OF SUCH BUDGET;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY WITH THE SECURITIES AND EXCHANGE COMMISSION, OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED TO ITS
SHAREHOLDERS, AS THE CASE MAY BE;
(G)
PROMPTLY AFTER THE RECEIPT THEREOF BY HOLDINGS OR THE BORROWER OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY ANY
SUCH PERSON FROM ITS CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT'S RESPONSE
THERETO;
(H)
PROMPTLY, FOLLOWING A REQUEST BY ANY LENDER, PROVIDE ALL DOCUMENTATION AND
OTHER INFORMATION THAT SUCH LENDER REASONABLY REQUESTS IN ORDER TO COMPLY WITH
ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT; AND
(I)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF HOLDINGS, THE BORROWER
OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
58
SECTION 5.05.
LITIGATION AND OTHER NOTICES.
FURNISH TO THE ADMINISTRATIVE
AGENT (WHICH SHALL FURNISH SUCH NOTICE TO EACH LENDER AND ISSUING BANK) PROMPT
WRITTEN NOTICE OF THE FOLLOWING:
(A)
ANY EVENT OF DEFAULT OR DEFAULT, SPECIFYING THE NATURE AND EXTENT THEREOF
AND THE