SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING FISCAL QUARTER OF THE
PREVIOUS FISCAL YEAR AND THE CORRESPONDING PORTION OF THE PREVIOUS FISCAL YEAR,
ALL IN REASONABLE DETAIL, SUCH CONSOLIDATED STATEMENTS TO BE CERTIFIED BY THE
CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF
BORROWER AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL CONDITION, RESULTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS
OF BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES; AND
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT AT LEAST 15 DAYS BEFORE THE
END OF EACH FISCAL YEAR OF BORROWER, FORECASTS PREPARED BY MANAGEMENT OF
BORROWER, IN FORM REASONABLY SATISFACTORY TO THE LENDER, OF CONSOLIDATED
STATEMENTS OF INCOME OR OPERATIONS AND CASH FLOW ESTIMATES OF BORROWER AND ITS
SUBSIDIARIES ON AN ANNUAL BASIS FOR THE IMMEDIATELY FOLLOWING FISCAL YEAR
(INCLUDING THE FISCAL YEAR IN WHICH THE MATURITY DATE OCCURS).
6.02
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE LENDER IN FORM AND
DETAIL SATISFACTORY TO THE LENDER:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A) AND (B), A DULY COMPLETED COMPLIANCE CERTIFICATE
SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR
CONTROLLER OF BORROWER;
(B)
PROMPTLY AFTER ANY REQUEST BY THE LENDER, COPIES OF ANY DETAILED
AUDIT REPORTS, MANAGEMENT LETTERS OR RECOMMENDATIONS SUBMITTED TO THE BOARD OF
DIRECTORS (OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS) OF BORROWER BY
INDEPENDENT ACCOUNTANTS IN CONNECTION WITH THE ACCOUNTS OR BOOKS OF BORROWER OR
ANY SUBSIDIARY, OR ANY AUDIT OF ANY OF THEM;
42
(C)
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL
REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT TO
THE STOCKHOLDERS OF BORROWER, AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND
SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH BORROWER MAY FILE OR BE
REQUIRED TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AND NOT OTHERWISE REQUIRED TO BE
DELIVERED TO THE LENDER PURSUANT HERETO;
(D)
PROMPTLY AFTER THE FURNISHING THEREOF, COPIES OF ANY STATEMENT OR
REPORT FURNISHED TO ANY HOLDER OF DEBT SECURITIES OF ANY LOAN PARTY PURSUANT TO
THE TERMS OF ANY INDENTURE, LOAN OR CREDIT OR SIMILAR AGREEMENT AND NOT
OTHERWISE REQUIRED TO BE FURNISHED TO THE LENDER PURSUANT TO SECTION 6.01 OR ANY
OTHER CLAUSE OF THIS SECTION 6.02;
(E)
PROMPTLY, AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER RECEIPT
THEREOF BY ANY LOAN PARTY OR ANY SUBSIDIARY THEREOF, COPIES OF EACH NOTICE OR
OTHER CORRESPONDENCE RECEIVED FROM THE SECURITIES AND EXCHANGE COMMISSION
(OR
COMPARABLE AGENCY IN ANY APPLICABLE NON-U.S. JURISDICTION) CONCERNING ANY
INVESTIGATION OR POSSIBLE INVESTIGATION OR OTHER INQUIRY BY SUCH AGENCY
REGARDING FINANCIAL OR OTHER OPERATIONAL RESULTS OF ANY LOAN PARTY OR ANY
SUBSIDIARY THEREOF; AND
(F)
PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS,
FINANCIAL OR CORPORATE AFFAIRS OF ANY LOAN PARTY, OR COMPLIANCE WITH