IN ALL
MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF COMPANY AND ITS
SUBSIDIARIES AS AT THE DATES INDICATED AND THE RESULTS OF THEIR OPERATIONS AND
THEIR CASH FLOWS FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP AND THAT THE
AUDIT BY SUCH ACCOUNTANTS IN CONNECTION WITH SUCH CONSOLIDATED FINANCIAL
STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS IN THE UNITED STATES) TOGETHER WITH A WRITTEN STATEMENT BY SUCH
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS STATING THAT, IN CONNECTION WITH THEIR
AUDIT, NOTHING HAS COME TO THEIR ATTENTION WHICH WOULD CAUSE THEM TO BELIEVE
THAT COMPANY WAS NOT IN COMPLIANCE WITH THE TERMS OF SECTION 6.7 OF THIS
AGREEMENT, AND, IF SUCH A CONDITION OR EVENT HAS COME TO THEIR ATTENTION,
SPECIFYING THE NATURE THEREOF;
63
(C)
COMPLIANCE CERTIFICATE.
WITHIN FIVE (5) DAYS AFTER EACH DELIVERY
OF FINANCIAL STATEMENTS OF COMPANY AND ITS SUBSIDIARIES PURSUANT TO SECTIONS
5.1(A) AND 5.1(B), DELIVER TO ADMINISTRATIVE AGENT A DULY EXECUTED AND COMPLETED
COMPLIANCE CERTIFICATE;
(D)
STATEMENTS OF RECONCILIATION AFTER CHANGE IN ACCOUNTING
PRINCIPLES.
IF, AS A RESULT OF ANY CHANGE IN ACCOUNTING PRINCIPLES AND POLICIES
FROM THOSE USED IN THE PREPARATION OF THE HISTORICAL FINANCIAL STATEMENTS, THE
CONSOLIDATED FINANCIAL STATEMENTS OF COMPANY AND ITS SUBSIDIARIES DELIVERED
PURSUANT TO SECTION 5.1(A) OR 5.1(B) WILL DIFFER IN ANY MATERIAL RESPECT FROM
THE CONSOLIDATED FINANCIAL STATEMENTS THAT WOULD HAVE BEEN DELIVERED PURSUANT TO
SUCH SUBDIVISIONS HAD NO SUCH CHANGE IN ACCOUNTING PRINCIPLES AND POLICIES BEEN
MADE, THEN, TOGETHER WITH THE FIRST DELIVERY OF SUCH FINANCIAL STATEMENTS AFTER
SUCH CHANGE, ONE OR MORE A STATEMENTS OF RECONCILIATION (WITH RESPECT TO THOSE
ITEMS RELEVANT TO CALCULATING THE COVENANTS IN SECTION 6.7) FOR ALL SUCH PRIOR
FINANCIAL STATEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT;
(E)
NOTICE OF DEFAULT.
PROMPTLY UPON ANY AUTHORIZED OFFICER OF
COMPANY OBTAINING KNOWLEDGE (I) OF ANY CONDITION OR EVENT THAT CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT OR THAT NOTICE HAS BEEN GIVEN TO COMPANY WITH
RESPECT THERETO; (II) THAT ANY PERSON HAS GIVEN ANY NOTICE TO COMPANY OR ANY OF
ITS SUBSIDIARIES OR TAKEN ANY OTHER ACTION WITH RESPECT TO ANY EVENT OR
CONDITION SET FORTH IN SECTION 8.1(B); OR (III) OF THE OCCURRENCE OF ANY EVENT
OR CHANGE THAT HAS CAUSED OR EVIDENCES, EITHER IN ANY CASE OR IN THE AGGREGATE,
A MATERIAL ADVERSE EFFECT, A CERTIFICATE OF ITS AUTHORIZED OFFICERS SPECIFYING
THE NATURE AND PERIOD OF EXISTENCE OF SUCH CONDITION, EVENT OR CHANGE, OR
SPECIFYING THE NOTICE GIVEN AND ACTION TAKEN BY ANY SUCH PERSON AND THE NATURE
OF SUCH CLAIMED EVENT OF DEFAULT, DEFAULT, DEFAULT, EVENT OR CONDITION, AND WHAT
ACTION COMPANY HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO;
(F)
NOTICE OF LITIGATION.
PROMPTLY UPON ANY AUTHORIZED OFFICER OF
COMPANY OBTAINING KNOWLEDGE OF (I) THE INSTITUTION OF, OR NON-FRIVOLOUS THREAT
OF, ANY ADVERSE PROCEEDING NOT PREVIOUSLY DISCLOSED IN WRITING BY COMPANY TO
LENDERS, OR (II) ANY MATERIAL DEVELOPMENT IN ANY ADVERSE PROCEEDING THAT, IN THE
CASE OF EITHER (I) OR (II) IF ADVERSELY