SUBSIDIARIES' OR AN ERISA AFFILIATE'S COMPLIANCE WITH ERISA WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, SUCH BORROWER WILL
GIVE NOTICE TO ADMINISTRATIVE AGENT THEREOF AND PROVIDE SUCH OTHER INFORMATION
AS MAY BE REASONABLY AVAILABLE TO SUCH BORROWER TO ENABLE ADMINISTRATIVE AGENT
AND ITS COUNSEL TO REASONABLY EVALUATE SUCH MATTER.
(J)
OTHER INFORMATION.
WITH REASONABLE
PROMPTNESS, BORROWER WILL DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT
TO BORROWER OR ANY OF ITS SUBSIDIARIES AS FROM TIME TO TIME MAY BE REASONABLY
REQUESTED BY ADMINISTRATIVE AGENT.
4.5.
ACCOUNTING TERMS; UTILIZATION OF GAAP FOR
PURPOSES OF CALCULATIONS UNDER AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO SUCH TERMS IN CONFORMITY WITH GAAP. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED,
FINANCIAL STATEMENTS AND OTHER INFORMATION FURNISHED TO ADMINISTRATIVE AGENT
PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN ACCORDANCE WITH GAAP AS IN
EFFECT AT THE TIME OF SUCH PREPARATION. NO "ACCOUNTING CHANGES" (AS DEFINED
BELOW) SHALL AFFECT FINANCIAL COVENANTS, STANDARDS OR TERMS IN THIS AGREEMENT;
PROVIDED THAT BORROWER SHALL PREPARE FOOTNOTES TO EACH COMPLIANCE CERTIFICATE
AND THE FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED HEREUNDER THAT SHOW THE
DIFFERENCES BETWEEN THE FINANCIAL STATEMENTS DELIVERED (WHICH REFLECT SUCH
ACCOUNTING CHANGES) AND THE BASIS FOR CALCULATING FINANCIAL COVENANT COMPLIANCE
(WITHOUT REFLECTING SUCH ACCOUNTING CHANGES). "ACCOUNTING CHANGES" MEANS:
(I) CHANGES OCCURRING AFTER THE AMENDMENT DATE IN ACCOUNTING PRINCIPLES REQUIRED
BY GAAP AND IMPLEMENTED BY BORROWER; (II) CHANGES OCCURRING AFTER THE AMENDMENT
DATE IN ACCOUNTING PRINCIPLES RECOMMENDED BY BORROWER'S CERTIFIED PUBLIC
ACCOUNTANTS AND IMPLEMENTED BY BORROWER; AND (III) CHANGES OCCURRING AFTER THE
AMENDMENT DATE IN THE METHOD OF DETERMINING CARRYING VALUE OF BORROWER'S OR ANY
OF ITS SUBSIDIARIES' ASSETS, LIABILITIES OR EQUITY ACCOUNTS. ALL SUCH
ADJUSTMENTS RESULTING FROM EXPENDITURES MADE SUBSEQUENT TO THE AMENDMENT
30
DATE (INCLUDING, BUT NOT LIMITED TO, CAPITALIZATION OF COSTS AND EXPENSES OR
PAYMENT OF PRE-AMENDMENT DATE LIABILITIES) SHALL BE TREATED AS EXPENSES IN THE
PERIOD THE EXPENDITURES ARE MADE.
SECTION 5
REPRESENTATIONS AND WARRANTIES
In order to induce Administrative Agent and Lenders to enter into this Agreement
and to make Loans, Borrower hereby represents and warrants to Administrative
Agent and each Lender that the following statements are true and correct on the
Amendment Date and on the date of each request for a Loan or the issuance of a
Letter of Credit unless another date is expressly noted below:
5.1.
DISCLOSURE.
THE INFORMATION FURNISHED BY OR
ON BEHALF OF BORROWER AND ITS SUBSIDIARIES CONTAINED IN THIS AGREEMENT, THE
FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION 5.8 AND ANY OTHER DOCUMENT,
CERTIFICATE, OPINION OR WRITTEN STATEMENT FURNISHED TO ADMINISTRATIVE AGENT
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN PROJECTIONS),
TAKEN AS A WHOLE, DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED HEREIN OR THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN
WHICH THE SAME WERE MADE.
ANY PROJECTIONS PROVIDED BY OR