OF OR PARTICIPATING IN THE
LETTER OF CREDIT REQUESTED TO BE ISSUED, RENEWED, EXTENDED OR INCREASED.
Each Borrowing (provided that a conversion or a continuation of a Borrowing
shall not constitute a "Borrowing" for purposes of this Section) and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed
to constitute a representation and warranty by the Borrowers on the date thereof
as to the matters specified in paragraphs (a) and (b) of this Section.
SECTION 4.03.
DESIGNATION OF A FOREIGN SUBSIDIARY BORROWER.
THE DESIGNATION OF
A FOREIGN SUBSIDIARY BORROWER PURSUANT TO SECTION 2.23 IS SUBJECT TO THE
CONDITION PRECEDENT THAT THE COMPANY OR SUCH PROPOSED FOREIGN SUBSIDIARY
BORROWER SHALL HAVE FURNISHED OR CAUSED TO BE FURNISHED TO THE ADMINISTRATIVE
AGENT:
50
(A)
COPIES, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF SUCH
SUBSIDIARY, OF ITS BOARD OF DIRECTORS' RESOLUTIONS (AND RESOLUTIONS OF OTHER
BODIES, IF ANY ARE DEEMED NECESSARY BY COUNSEL FOR THE ADMINISTRATIVE AGENT)
APPROVING THE BORROWING SUBSIDIARY AGREEMENT AND ANY OTHER LOAN DOCUMENTS TO
WHICH SUCH SUBSIDIARY IS BECOMING A PARTY;
(B)
AN INCUMBENCY CERTIFICATE, EXECUTED BY THE SECRETARY OR ASSISTANT SECRETARY
OF SUCH SUBSIDIARY, WHICH SHALL IDENTIFY BY NAME AND TITLE AND BEAR THE
SIGNATURE OF THE OFFICERS OF SUCH SUBSIDIARY AUTHORIZED TO REQUEST BORROWINGS
HEREUNDER AND SIGN THE BORROWING SUBSIDIARY AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH SUBSIDIARY IS BECOMING A PARTY, UPON WHICH CERTIFICATE
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE ENTITLED TO RELY UNTIL
INFORMED OF ANY CHANGE IN WRITING BY THE COMPANY OR SUCH SUBSIDIARY;
(C)
OPINIONS OF COUNSEL TO SUCH SUBSIDIARY, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL, WITH RESPECT TO THE
LAWS OF ITS JURISDICTION OF ORGANIZATION AND SUCH OTHER MATTERS AS ARE
REASONABLY REQUESTED BY COUNSEL TO THE ADMINISTRATIVE AGENT AND ADDRESSED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS.
(D)
ANY PROMISSORY NOTES REQUESTED BY ANY REVOLVING LENDER, AND ANY OTHER
INSTRUMENTS AND DOCUMENTS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated
(or otherwise
become subject to cash collateralization or other arrangements reasonably
satisfactory to the Administrative Agent and Issuing Bank) and all LC
Disbursements shall have been reimbursed, the Company covenants and agrees with
the Lenders that:
SECTION 5.01.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
THE COMPANY WILL
FURNISH TO THE ADMINISTRATIVE AGENT FOR DISTRIBUTION TO EACH LENDER:
(A)
WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF THE COMPANY,
ITS AUDITED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOWS AS OF THE END OF AND FOR SUCH YEAR, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR,
ALL REPORTED ON BY ERNST & YOUNG LLP OR OTHER INDEPENDENT PUBLIC ACCOUNTANTS