RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER AND
ITS SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP, SUBJECT TO
NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
CLAUSES (A) AND (B) ABOVE, A CERTIFICATE OF A RESPONSIBLE OFFICER,
(I) CERTIFYING AS TO WHETHER THERE EXISTS A DEFAULT OR EVENT OF DEFAULT ON THE
DATE OF SUCH CERTIFICATE, AND IF A DEFAULT OR AN EVENT OF DEFAULT THEN EXISTS,
SPECIFYING THE DETAILS THEREOF AND THE ACTION WHICH THE BORROWER HAS TAKEN OR
PROPOSES TO TAKE WITH RESPECT THERETO, (II) SETTING FORTH IN REASONABLE DETAIL
CALCULATIONS DEMONSTRATING COMPLIANCE WITH ARTICLE VI AND (III) STATING WHETHER
ANY CHANGE IN GAAP OR THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE
BORROWER'S AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.4 AND, IF ANY
CHANGE HAS OCCURRED, SPECIFYING THE EFFECT
OF SUCH CHANGE ON THE FINANCIAL
STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH
FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED ANY KNOWLEDGE DURING THE
COURSE OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT OR EVENT
OF DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY
ACCOUNTING RULES OR GUIDELINES);
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC AND
OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL
FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR
DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
AND
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING THE
RESULTS OF OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF THE BORROWER
OR ANY SUBSIDIARY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY
REQUEST; AND
(g)
as soon as available and in any event within
30 days after the end of each fiscal year of the Borrower, a forecasted income
statement, balance sheet, and statement of cash flows for the following fiscal
year.
NOTICES OF MATERIAL EVENTS.
THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE
AGENT AND EACH LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING:
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR, TO THE KNOWLEDGE OF THE
BORROWER, AFFECTING THE BORROWER OR ANY SUBSIDIARY WHICH, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
THE OCCURRENCE OF ANY EVENT OR ANY OTHER DEVELOPMENT BY WHICH THE BORROWER OR
ANY OF ITS SUBSIDIARIES (I) FAILS TO COMPLY IN ANY MATERIAL RESPECT WITH ANY
ENVIRONMENTAL LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR
OTHER APPROVAL
REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) BECOMES SUBJECT TO
ANY ENVIRONMENTAL LIABILITY IN EXCESS OF $500,000, (III) RECEIVES NOTICE OF