OF OPERATIONS OF THE BORROWER AND THE
SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES; PROVIDED THAT THE FOREGOING SHALL NOT APPLY IF THE BORROWER IS
REQUIRED TO FILE PERIODIC REPORTS PURSUANT TO THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AND HAS FILED A QUARTERLY REPORT ON FORM 10-Q WITH THE SEC,
WHICH REPORT SHALL BE FURNISHED TO THE ADMINISTRATIVE AGENT PROMPTLY FOLLOWING
SUCH FILING;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER
(I) CERTIFYING AS TO WHETHER A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS
OCCURRED, SPECIFYING THE DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE
TAKEN WITH RESPECT THERETO, (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS
DEMONSTRATING WHETHER THERE HAS BEEN COMPLIANCE WITH SECTIONS 6.12, 6.13 AND
6.14 AND (III) STATING WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF
HAS OCCURRED SINCE THE DATE OF THE BORROWER'S AUDITED FINANCIAL STATEMENTS
REFERRED TO IN SECTION 3.04 AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE
EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT
REPORTED ON SUCH FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE
DURING THE COURSE OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY
DEFAULT AND, IF SUCH KNOWLEDGE HAS BEEN OBTAINED, DESCRIBING SUCH DEFAULT (WHICH
CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR
GUIDELINES);
(E)
WITHIN 30 DAYS AFTER THE COMMENCEMENT OF
EACH FISCAL YEAR OF THE BORROWER COMMENCING WITH THE FISCAL YEAR 2006, A
DETAILED CONSOLIDATED BUDGET FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED
CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED OPERATIONS AND
CASH FLOWS AS OF THE END OF AND FOR SUCH FISCAL YEAR AND SETTING FORTH THE
ASSUMPTIONS USED FOR PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY WHEN
AVAILABLE, ANY SIGNIFICANT REVISIONS OF SUCH BUDGET;
57
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, COPIES OF ALL PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER
MATERIALS FILED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY WITH THE SEC, OR
WITH ANY NATIONAL SECURITIES EXCHANGE, AS THE CASE MAY BE; AND
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF ANY
LOAN DOCUMENT, AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 5.02.
Notices of Material Events.
Holdings and the Borrower will
furnish to the Administrative Agent and each Lender through the Administrative
Agent prompt written notice of the following:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST
OR AFFECTING HOLDINGS, THE BORROWER OR ANY AFFILIATE THEREOF THAT, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT