THE END OF AND FOR SUCH
FISCAL YEAR, IN EACH CASE SETTING FORTH THE COMPARABLE INFORMATION FOR THE
PRECEDING FISCAL YEAR, AND ACCOMPANIED BY THE REPORT OF KPMG PEAT MARWICK OR
OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING,
TO THE EFFECT THAT BASED ON AN AUDIT USING GENERALLY ACCEPTED AUDITING STANDARDS
THE FINANCIAL STATEMENTS PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE
CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE
BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE RESPECTIVE PERIODS IN
CONFORMITY WITH GAAP.
FOR ANY FISCAL YEAR THIS REQUIREMENT MAY BE SATISFIED BY
THE DELIVERY OF THE BORROWER'S SEC FILING ON FORM 10-K FOR SUCH FISCAL YEAR.
(D) CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTIONS 6.02(B) AND (C), (I) A CERTIFICATE OF A FINANCIAL OFFICER TO THE EFFECT
THAT NO DEFAULT OR AN EVENT WHICH, WITH THE GIVING OF NOTICE, THE LAPSE OF TIME
OR BOTH, WOULD CONSTITUTE A DEFAULT, SHALL HAVE OCCURRED AND BE CONTINUING WITH
RESPECT TO
41
THE COVENANTS CONTAINED IN SECTION 7.01 (TOGETHER WITH APPROPRIATE SUPPORTING
SCHEDULES SETTING FORTH THE CALCULATIONS RELATING TO SUCH COVENANTS) OR, IF SUCH
FINANCIAL OFFICER HAS KNOWLEDGE THAT A DEFAULT OR AN EVENT WHICH, WITH THE
GIVING OF NOTICE, THE LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT, HAS
OCCURRED AND IS CONTINUING WITH RESPECT TO SECTION 7.01, SPECIFYING THE NATURE
THEREOF AND THE ACTIONS, IF ANY, WHICH THE BORROWER HAS TAKEN AND PROPOSES TO
TAKE WITH RESPECT THERETO, AND (II) A COMPLETE AND CORRECT LIST OF THE
SIGNIFICANT SUBSIDIARIES AS OF THE DATE THEREOF, SHOWING, AS TO EACH SIGNIFICANT
SUBSIDIARY, THE CORRECT NAME THEREOF, THE JURISDICTION OF ITS ORGANIZATION AND
SUCH SIGNIFICANT SUBSIDIARY'S PROPORTIONATE SHARE OF THE CONSOLIDATED ASSETS OF
THE BORROWER.
(E) PROMPTLY AFTER THEY ARE AVAILABLE, COPIES OF (I) EACH SEC FILING, (II) ANY
REPORTS PROVIDED BY THE BORROWER TO ITS STOCKHOLDERS, AND (III) ANY PRESS
RELEASES OR OTHER STATEMENTS MADE AVAILABLE BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES TO THE PUBLIC GENERALLY CONCERNING MATERIAL DEVELOPMENTS IN THE
BUSINESS OR AFFAIRS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES.
ANY MATTER
DISCLOSED IN A SEC FILING OR OTHER REPORT OR PRESS RELEASE DELIVERED TO BANKS
SHALL BE DEEMED DISCLOSED IN WRITING TO BANKS FOR ALL PURPOSES OF THIS
AGREEMENT, EXCEPT WITH RESPECT TO THE REPORTING REQUIREMENT SET FORTH IN
SECTION 6.02(A).
(F) PROMPTLY UPON BORROWER'S RECEIPT OF NOTICE OF ANY CHANGE IN A RATING, NOTICE
THEREOF TO THE ADMINISTRATIVE AGENT.
(G) SUCH OTHER INFORMATION RESPECTING THE FINANCIAL CONDITION OF THE BORROWER
AND ITS SUBSIDIARIES, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS ANY
BANK THROUGH THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST
IN WRITING.
SECTION 6.03.USE OF PROCEEDS.
THE BORROWER WILL USE THE PROCEEDS OF THE
ADVANCES ONLY FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES AND NOT IN
CONTRAVENTION OF SECTION 5.06.
SECTION 6.04.MAINTENANCE OF INSURANCE.
THE BORROWER WILL MAINTAIN, OR CAUSE TO
BE MAINTAINED, INSURANCE COVERAGES ON OR IN RESPECT OF