CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER PARAGRAPH
(A), (B) OR (C) ABOVE, A LETTER OF THE ACCOUNTING FIRM (IF SUCH ACCOUNTING FIRM
IS THEN PROVIDING SIMILAR LETTERS FOR OTHER CORPORATE CLIENTS) (IN THE CASE OF
PARAGRAPH (A)) AND A CERTIFICATE OF A FINANCIAL OFFICER (IN THE CASE OF
PARAGRAPH (A), (B) OR (C)) OPINING ON OR CERTIFYING SUCH STATEMENTS (WHICH
LETTER, WHEN FURNISHED BY AN ACCOUNTING FIRM, MAY BE LIMITED TO ACCOUNTING
MATTERS WITH RESPECT TO SECTIONS 6.11, 6.12 AND 6.13 AND DISCLAIM RESPONSIBILITY
FOR LEGAL INTERPRETATIONS) (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, (II) SETTING FORTH COMPUTATIONS IN REASONABLE DETAIL
SATISFACTORY TO THE ADMINISTRATIVE AGENT DEMONSTRATING COMPLIANCE WITH THE
COVENANTS CONTAINED IN SECTIONS 6.10, 6.11, 6.12 AND 6.13 AND, IN THE CASE OF A
CERTIFICATE DELIVERED WITH THE FINANCIAL STATEMENTS REQUIRED BY
PARAGRAPH (A) ABOVE, SETTING FORTH THE BORROWER'S CALCULATION OF EXCESS CASH
FLOW, AND (III) IN THE CASE OF ANY CERTIFICATE DELIVERED BY A FINANCIAL OFFICER,
DESCRIBING ANY ASSET SALES THAT WERE CONSUMMATED DURING THE PRECEDING PERIOD AND
THE AMOUNT AND THE USE OR THE INTENDED USE OF THE NET CASH PROCEEDS THEREOF;
(E)
WITHIN 90 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF THE BORROWER,
A CONSOLIDATED BUDGET FOR SUCH 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 SUMMARIZING THE ASSUMPTIONS USED FOR
PURPOSES OF PREPARING SUCH BUDGET);
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY 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;
44
(G)
PROMPTLY AFTER THE RECEIPT THEREOF BY THE BORROWER OR ANY OF THE
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 AFTER THE REQUEST BY ANY LENDER, 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 THE BORROWER OR ANY
SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER, THROUGH THE ADMINISTRATIVE AGENT,
MAY REASONABLY REQUEST.
SECTION 5.05. LITIGATION AND OTHER NOTICES. FURNISH TO THE ADMINISTRATIVE AGENT
AND EACH LENDER PROMPT WRITTEN NOTICE