AND CASH FLOWS OF THE BORROWER AND ITS
SUBSIDIARIES ON A QUARTERLY BASIS FOR THE IMMEDIATELY FOLLOWING FISCAL YEAR.
84
As to any information contained in materials furnished pursuant to Section
6.02(d), the Borrower shall not be separately required to furnish such
information under Section 6.01(a)(i) or (b)(i) above, but the foregoing shall
not be in derogation of the obligation of the Borrower to furnish the
information and materials described in Sections 6.01(a) and (b) above at the
times specified therein.
6.02
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE ADMINISTRATIVE
AGENT (FOR DISTRIBUTION TO EACH LENDER), IN FORM AND DETAIL REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.01(A)(I), A CERTIFICATE OF ITS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS CERTIFYING SUCH FINANCIAL STATEMENTS AND STATING THAT IN
MAKING THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY
DEFAULT UNDER THE FINANCIAL COVENANTS SET FORTH HEREIN OR, IF ANY SUCH DEFAULT
SHALL EXIST, STATING THE NATURE AND STATUS OF SUCH EVENT;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A)(I) AND (B)(I), (I) A DULY COMPLETED COMPLIANCE
CERTIFICATE (WITH RESPECT TO THE COMPLIANCE CERTIFICATE DELIVERED CONCURRENTLY
WITH THE FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDING SEPTEMBER 30, 2007,
GIVING PRO FORMA EFFECT TO THE CONSUMMATION OF THE ACQUISITION IN THE EVENT THE
ACQUISITION HAS NOT BEEN CONSUMMATED ON OR BEFORE SEPTEMBER 30, 2007), SIGNED BY
THE CHIEF FINANCIAL OFFICER OR OTHER RESPONSIBLE OFFICER OF THE BORROWER, AND
(II) A COPY OF MANAGEMENT'S DISCUSSION AND ANALYSIS WITH RESPECT TO THE
CONSOLIDATED PORTIONS OF SUCH FINANCIAL STATEMENTS;
(C)
PROMPTLY AFTER ANY REASONABLE REQUEST BY THE ADMINISTRATIVE AGENT
OR ANY LENDER, COPIES OF ANY MANAGEMENT LETTERS OR WRITTEN RECOMMENDATIONS
SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS) OF THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES BY INDEPENDENT
ACCOUNTANTS IN CONNECTION WITH THE ACCOUNTS OR BOOKS OF THE BORROWER OR ANY OF
ITS RESTRICTED SUBSIDIARIES, OR ANY AUDIT OF ANY OF THEM;
(D)
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL
REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT TO
THE SHAREHOLDERS OF THE BORROWER, AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC
AND SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH THE BORROWER MAY FILE OR
BE REQUIRED TO FILE WITH THE SEC UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, OR WITH ANY NATIONAL SECURITIES EXCHANGE, AND IN ANY CASE
NOT OTHERWISE REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT
HERETO; AND
(E)
PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS,
FINANCIAL, LEGAL OR CORPORATE AFFAIRS OF THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES, OR COMPLIANCE WITH THE TERMS OF THE LOAN DOCUMENTS, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY FROM TIME TO TIME REASONABLY REQUEST.
Documents required to be delivered pursuant to Section 6.01 or Section 6.02 may
be delivered electronically and if so delivered, shall be