FORM) OF THE MAKING OR FILING OF ANY FINANCIAL
STATEMENTS REQUIRED IN THIS CLAUSE (B) AND THE SAME ARE CONTINUOUSLY AVAILABLE
ON "EDGAR," THE ELECTRONIC DATA GATHERING ANALYSIS AND RETRIEVAL SYSTEM OF THE
SEC), THE UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH QUARTER, CERTIFIED BY A
RESPONSIBLE OFFICER AS BEING PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS).
All such financial statements shall present fairly the financial condition of
the Borrower and its consolidated Subsidiaries and shall be prepared in
reasonable detail and in accordance with GAAP.
6.3.
Certificates; Other Information.
The Borrower
shall furnish to the Administrative Agent with copies for each Lender (or, in
the case of clause (c), to such Lender or, in the case of clause (d) and (e), to
the Administrative Agent):
(A)
CONCURRENTLY WITH THE DELIVERY OF ANY
FINANCIAL STATEMENTS PURSUANT TO SECTION 6.2, IN THE CASE OF QUARTERLY OR ANNUAL
FINANCIAL STATEMENTS, (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT
EACH LOAN PARTY DURING SUCH PERIOD HAS COMPLIED WITH THE TERMS OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND THAT SUCH RESPONSIBLE
OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS
SPECIFIED IN SUCH CERTIFICATE (AND IF SUCH CERTIFICATE SPECIFIES ANY DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY
CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO) AND (II) A
COMPLIANCE CERTIFICATE CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR
DETERMINING COMPLIANCE BY EACH GROUP MEMBER WITH THE PROVISIONS OF THIS
AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF THE FISCAL QUARTER OR FISCAL
YEAR OF THE BORROWER, AS THE CASE MAY BE;
(B)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN SIXTY (60) DAYS (OR, IN THE CASE OF THE INITIAL PROJECTIONS DELIVERED
AFTER THE FISCAL YEAR ENDED DECEMBER 31, 2005,
59
NINETY (90) DAYS) AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A DETAILED
CONSOLIDATED BUDGET FOR THE FOLLOWING FISCAL YEAR PREPARED ON A QUARTERLY BASIS
(INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
SUBSIDIARIES AS OF THE END OF THE FOLLOWING FISCAL YEAR, THE RELATED
CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW, PROJECTED CHANGES IN FINANCIAL
POSITION AND PROJECTED INCOME AND A DESCRIPTION OF THE UNDERLYING ASSUMPTIONS
APPLICABLE THERETO) (COLLECTIVELY, THE "PROJECTIONS"), WHICH PROJECTIONS SHALL
IN EACH CASE BE ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER STATING
THAT SUCH PROJECTIONS ARE PREPARED IN GOOD FAITH BASED ON ESTIMATES, INFORMATION
AND ASSUMPTIONS THAT SUCH RESPONSIBLE OFFICER BELIEVES TO BE REASONABLE AT THE
TIME THEY ARE PREPARED;
(C)
PROMPTLY AFTER THE REQUEST BY ANY LENDER,
ALL DOCUMENTATION AND OTHER INFORMATION THAT SUCH LENDER REASONABLY REQUESTS IN
ORDER TO COMPLY WITH ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE UNITING
AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO