its Subsidiaries will be Solvent.
SECTION 9.
COVENANTS
9.1.
Reports and Other Information.
(A)
NOTWITHSTANDING THAT THE BORROWER MAY NOT BE SUBJECT TO THE
REPORTING REQUIREMENTS OF SECTION 13 OR 15(D) OF THE EXCHANGE ACT OR OTHERWISE
REPORT ON AN ANNUAL AND QUARTERLY BASIS ON FORMS PROVIDED FOR SUCH ANNUAL AND
QUARTERLY REPORTING PURSUANT TO RULES AND REGULATIONS PROMULGATED BY THE SEC,
THE BORROWER SHALL FILE WITH THE SEC (AND MAKE AVAILABLE TO
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THE ADMINISTRATIVE AGENT AND THE LENDERS (WITHOUT EXHIBITS), WITHOUT COST TO ANY
LENDER, WITHIN 15 DAYS AFTER THE BORROWER FILES THEM WITH THE SEC) FROM AND
AFTER THE CLOSING DATE,
(I)
WITHIN 90 DAYS (OR ANY OTHER TIME PERIOD THEN IN EFFECT UNDER THE RULES
AND REGULATIONS OF THE EXCHANGE ACT WITH RESPECT TO THE FILING OF A FORM 10-K BY
A NON-ACCELERATED FILER) AFTER THE END OF EACH FISCAL YEAR, ANNUAL REPORTS ON
FORM 10-K, OR ANY SUCCESSOR OR COMPARABLE FORM, CONTAINING THE INFORMATION
REQUIRED TO BE CONTAINED THEREIN, OR REQUIRED IN SUCH SUCCESSOR OR COMPARABLE
FORM;
(II)
WITHIN 45 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS
OF EACH FISCAL YEAR, REPORTS ON FORM 10-Q CONTAINING ALL QUARTERLY INFORMATION
THAT WOULD BE REQUIRED TO BE CONTAINED IN FORM 10-Q, OR ANY SUCCESSOR OR
COMPARABLE FORM;
(III)
PROMPTLY FROM TIME TO TIME AFTER THE OCCURRENCE OF AN EVENT REQUIRED TO
BE THEREIN REPORTED, SUCH OTHER REPORTS ON FORM 8-K, OR ANY SUCCESSOR OR
COMPARABLE FORM; AND
(IV)
ANY OTHER INFORMATION, DOCUMENTS AND OTHER REPORTS WHICH THE BORROWER
WOULD BE REQUIRED TO FILE WITH THE SEC IF IT WERE SUBJECT TO SECTION 13 OR 15(D)
OF THE EXCHANGE ACT;
in each case in a manner that complies in all material respects with the
requirements specified in such form; provided that the Borrower shall not be so
obligated to file such reports with the SEC if the SEC does not permit such
filing, in which event the Borrower shall make available such information to the
Administrative Agent and the Lenders, in each case within 15 days after the time
the Borrower would be required to file such information with the SEC if it were
subject to Section 13 or 15(d) of the Exchange Act.
(B)
NOTWITHSTANDING THE FOREGOING, THE REQUIREMENTS OF SECTION 9.1(A), SHALL
BE DEEMED SATISFIED (1) BY THE FILING WITH THE SEC OF A REGISTRATION STATEMENT,
AND ANY AMENDMENTS THERETO, WITH SUCH FINANCIAL INFORMATION THAT SATISFIES
REGULATION S-X, SUBJECT TO EXCEPTIONS CONSISTENT WITH THE PRESENTATION OF
FINANCIAL INFORMATION IN AN OFFERING MEMORANDUM RELATING TO SECURITIES SOLD IN
RELIANCE ON RULE 144A OF THE SECURITIES ACT, TO THE EXTENT FILED WITHIN THE
TIMES SPECIFIED IN SECTION 9.1(A), OR (2) BY POSTING REPORTS THAT WOULD BE
REQUIRED TO BE FILED SUBSTANTIALLY IN THE FORM REQUIRED BY THE SEC ON THE
BORROWER'S WEBSITE (OR THAT OF ANY OF ITS PARENT COMPANIES) OR PROVIDING SUCH
REPORTS TO THE ADMINISTRATIVE AGENT WITHIN 15 DAYS AFTER THE TIME THE BORROWER
WOULD BE REQUIRED TO FILE SUCH