STATEMENT OF CASH FLOWS FOR THE PERIOD
FROM THE BEGINNING OF SUCH FISCAL YEAR TO THE END OF SUCH QUARTER, ALL CERTIFIED
AS TO FAIRNESS OF PRESENTATION, IN ALL MATERIAL RESPECTS, COMPLIANCE WITH
AGREEMENT ACCOUNTING PRINCIPLES BY ITS CHIEF FINANCIAL OFFICER, CONTROLLER OR
TREASURER.
6.1.3
TOGETHER WITH (I) THE FINANCIAL STATEMENTS REQUIRED UNDER SECTIONS 6.1.1
AND 6.1.2, A COMPLIANCE CERTIFICATE IN SUBSTANTIALLY THE FORM OF EXHIBIT B
SIGNED BY ITS CHIEF FINANCIAL OFFICER, CONTROLLER OR TREASURER SHOWING THE
CALCULATIONS NECESSARY TO DETERMINE COMPLIANCE WITH THIS AGREEMENT, WHICH
CERTIFICATE SHALL ALSO STATE THAT NO DEFAULT OR UNMATURED DEFAULT EXISTS, OR IF
ANY DEFAULT OR UNMATURED DEFAULT EXISTS, STATING THE NATURE AND STATUS THEREOF,
AND (II) EACH COMPLIANCE CERTIFICATE DESCRIBED IN CLAUSE (I) RELATING TO THE
FINANCIAL STATEMENTS REQUIRED UNDER SECTION 6.1.1, SUPPLEMENTS TO THE SCHEDULES
TO THE SECURITY AGREEMENT AND THE INTELLECTUAL PROPERTY SECURITY AGREEMENTS
REFLECTING ANY MATTER HEREAFTER ARISING WHICH, IF EXISTING OR OCCURRING AT THE
RESTATEMENT EFFECTIVE DATE, WOULD HAVE BEEN REQUIRED TO BE SET FORTH ON THE
SCHEDULES DELIVERED AS OF THE RESTATEMENT EFFECTIVE DATE, PROVIDED THAT
NOTWITHSTANDING THAT ANY SUCH SUPPLEMENT MAY DISCLOSE THE EXISTENCE OR
OCCURRENCE OF EVENTS, FACTS OR CIRCUMSTANCES WHICH ARE EITHER PROHIBITED BY THE
TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR WHICH RESULT IN THE
MATERIAL BREACH OF ANY REPRESENTATION OR WARRANTY, SUCH SUPPLEMENT SHALL NOT BE
DEEMED EITHER AN AMENDMENT THEREOF OR A WAIVER OF SUCH BREACH UNLESS EXPRESSLY
CONSENTED TO IN WRITING BY AGENT AND THE REQUISITE NUMBER OF LENDERS UNDER
SECTION 8.2, AND NO SUCH AMENDMENTS, EXCEPT AS THE SAME MAY BE CONSENTED TO IN A
WRITING WHICH EXPRESSLY INCLUDES A WAIVER, SHALL BE OR BE DEEMED A WAIVER BY THE
AGENT OR ANY LENDER OF ANY DEFAULT DISCLOSED THEREIN, AND ANY ITEMS DISCLOSED IN
ANY SUCH SUPPLEMENTAL DISCLOSURES SHALL BE INCLUDED IN THE CALCULATION OF ANY
LIMITS, BASKETS OR SIMILAR RESTRICTIONS CONTAINED IN THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS.
6.1.4
WITHIN 60 DAYS AFTER THE CLOSE OF EACH OF THE PARENT'S FISCAL YEARS, A
COPY OF THE PLAN AND FORECAST CONSISTING OF A PROJECTED BALANCE SHEET, INCOME
STATEMENTS AND CASH FLOW STATEMENTS, AND ANY NARRATIVE PREPARED WITH RESPECT
THERETO, OF THE PARENT AND ITS SUBSIDIARIES FOR THE UPCOMING FISCAL YEAR
PREPARED IN SUCH DETAIL AS SHALL BE REASONABLY SATISFACTORY TO THE AGENT.
6.1.5
WITHIN 270 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR OF THE PARENT, IF
APPLICABLE, A COPY OF THE ACTUARIAL REPORT SHOWING THE FUNDING STATUS OF EACH
SINGLE EMPLOYER PLAN AS OF THE VALUATION DATE OCCURRING IN SUCH FISCAL YEAR,
CERTIFIED BY AN ACTUARY ENROLLED UNDER ERISA.
6.1.6
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 10 DAYS AFTER (I) THE
INCEPTION OF ANY FORMAL STEP TO TERMINATE ANY PLAN, OTHER THAN A STANDARD
TERMINATION UNDER SECTION
50
4041(B) OF ERISA, (II) A CONTRIBUTION FAILURE WITH RESPECT TO ANY PLAN
SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA, OR (III) THE
MAKING OF ANY