THE BORROWER COVERED BY SUCH FINANCIAL STATEMENTS.
47
(E)
QUARTERLY COMPLIANCE CERTIFICATE. WITHIN 60 DAYS FOLLOWING THE END
OF EACH FISCAL QUARTER OF THE BORROWER (COMMENCING WITH THE FIRST FULL FISCAL
QUARTER OF THE BORROWER ENDING AFTER THE INITIAL BORROWING DATE), A CERTIFICATE
(EACH, A "QUARTERLY COMPLIANCE CERTIFICATE") FROM AN AUTHORIZED OFFICER, WHICH
CERTIFICATE SHALL SET FORTH (I) THE CALCULATIONS REQUIRED TO ESTABLISH (I) THE
INTEREST COVERAGE RATIO AND THE LEVERAGE RATIO AS OF THE LAST DAY OF THE TEST
PERIOD THEN LAST ENDED AND (II) THE AVAILABLE CASH AND CUMULATIVE DISTRIBUTABLE
CASH, IN EACH CASE DETERMINED AS AT THE LAST DAY OF THE TEST PERIOD THEN LAST
ENDED, AND (II) THE AMOUNT OF DIVIDENDS, IF ANY, THAT THE BORROWER INTENDS TO
PAY ON THE IMMEDIATELY SUCCEEDING DATE ON WHICH THE BORROWER'S DIVIDEND POLICY
PROVIDES FOR DIVIDENDS TO BE PAID BY THE BORROWER ON THE BORROWER COMMON STOCK.
(F)
NOTICE OF DEFAULT OR LITIGATION.
PROMPTLY, AND IN ANY EVENT
WITHIN FIVE BUSINESS DAYS AFTER ANY OFFICER OF THE BORROWER OBTAINS KNOWLEDGE
THEREOF, NOTICE OF (X) THE OCCURRENCE OF ANY EVENT WHICH CONSTITUTES A DEFAULT
OR EVENT OF DEFAULT, WHICH NOTICE SHALL SPECIFY THE NATURE THEREOF, THE PERIOD
OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWER PROPOSES TO TAKE WITH RESPECT
THERETO, AND (Y) THE COMMENCEMENT OF, OR ANY SIGNIFICANT ADVERSE DEVELOPMENT IN,
ANY LITIGATION OR GOVERNMENTAL PROCEEDING PENDING AGAINST THE BORROWER OR ANY OF
ITS SUBSIDIARIES OR THEIR ASSETS OR BUSINESS (I) WITH RESPECT TO ANY DOCUMENT OR
(II) WHICH HAS HAD, OR IS REASONABLY LIKELY TO HAVE, A MATERIAL ADVERSE EFFECT
AND (III) ANY OTHER EVENT WHICH HAS HAD, OR IS REASONABLY LIKELY TO HAVE, A
MATERIAL ADVERSE EFFECT.
(G)
OTHER INFORMATION.
PROMPTLY UPON TRANSMISSION THEREOF, COPIES OF
ANY FILINGS AND REGISTRATIONS WITH, AND REPORTS TO, THE SECURITIES AND EXCHANGE
COMMISSION OR ANY SUCCESSOR THERETO (THE "SEC") OR HOLDERS (OR ANY TRUSTEE,
AGENT OR OTHER REPRESENTATIVE THEREFOR) OF ANY PERMITTED SENIOR UNSECURED NOTES
OR PERMITTED JUNIOR CAPITAL BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND WITH
REASONABLE PROMPTNESS, SUCH OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR
OTHERWISE) AS THE ADMINISTRATIVE AGENT ON ITS OWN BEHALF OR ON BEHALF OF ANY
LENDER MAY REASONABLY REQUEST FROM TIME TO TIME.
6.02
BOOKS, RECORDS AND INSPECTIONS.
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE
AND CORRECT ENTRIES IN CONFORMITY WITH, AND AS REQUIRED BY, GAAP AND ALL
MATERIAL REQUIREMENTS OF LAW SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN
RELATION TO SUCH PERSON'S BUSINESS AND ACTIVITIES.
THE BORROWER WILL, AND WILL
CAUSE ITS SUBSIDIARIES TO, PERMIT, UPON REASONABLE NOTICE TO THE CHIEF FINANCIAL
OFFICER, CONTROLLER OR ANY OTHER AUTHORIZED OFFICER OF THE BORROWER, OFFICERS
AND DESIGNATED REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS TO VISIT AND INSPECT ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER AND
ANY OF ITS SUBSIDIARIES IN THEIR POSSESSION AND TO EXAMINE THE BOOKS OF ACCOUNT
OF THE BORROWER