TIME OBTAIN KNOWLEDGE OF ANY DEFAULT OR
EVENT OF DEFAULT, THE BORROWERS WILL INCLUDE IN SUCH COMPLIANCE CERTIFICATE OR
OTHERWISE DELIVER FORTHWITH TO THE LENDERS A CERTIFICATE SPECIFYING THE NATURE
AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWERS PROPOSE TO TAKE
WITH RESPECT THERETO AND ATTACHING, IN THE EVENT SUCH DEFAULT OR EVENT OF
DEFAULT RELATES TO ENVIRONMENTAL MATTERS, AN ENVIRONMENTAL COMPLIANCE
CERTIFICATE;
(D)
CONTEMPORANEOUSLY WITH, OR PROMPTLY
FOLLOWING, THE FILING OR MAILING THEREOF, COPIES OF ALL MATERIAL OF A FINANCIAL
NATURE FILED WITH THE SEC (INCLUDING ANY COPIES OF NOTICES OR OTHER
CORRESPONDENCE (OTHER THAN IMMATERIAL NOTICES OR CORRESPONDENCE) RECEIVED FROM
THE SEC CONCERNING ANY INVESTIGATION OR OTHER INQUIRY REGARDING FINANCIAL OR
OTHER OPERATIONAL RESULTS OF ANY BORROWER) OR SENT TO THE STOCKHOLDERS OF THE
PARENT OR ANY OF THE BORROWERS TO THE EXTENT THE SAME ARE NOT AVAILABLE ON
EDGAR;
(E)
AS SOON AS PRACTICABLE, BUT IN ANY EVENT
NOT LATER THAN THIRTY (30) DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF
THE BORROWERS AND THE NON-BORROWER SUBSIDIARIES, A COPY OF THE ANNUAL BUDGET,
PROJECTIONS AND BUSINESS PLAN FOR THE BORROWERS AND THE NON-BORROWER
SUBSIDIARIES FOR SUCH FISCAL YEAR;
(F)
PROMPTLY UPON RECEIPT THEREOF FROM THE
ACCOUNTANTS, BUT IN ANY EVENT WITHIN 60 DAYS AFTER THE CLOSING DATE, THE AUDITED
FINANCIAL STATEMENTS REISSUED BY THE ACCOUNTANTS,
77
WHICH SUCH REISSUED AUDITED FINANCIAL STATEMENTS SHALL NOT BE SUBJECT TO ANY
"GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF THE
ACCOUNTANTS' AUDIT;
(G)
PROMPTLY AFTER THE FURNISHING THEREOF,
(I) COPIES OF ANY DOCUMENTATION FURNISHED TO ANY HOLDER OF THE SECOND LIEN NOTES
OR TO ANY TRUSTEE FOR THEIR BENEFIT PURSUANT TO THE TERMS OF THE SECOND LIEN
NOTES INDENTURE AND NOT OTHERWISE REQUIRED TO BE FURNISHED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS PURSUANT TO THIS SECTION AND (II) COPIES OF ANY NOTICES
FURNISHED BY THE TRUSTEE UNDER THE SECOND LIEN NOTES TO ANY BORROWER PURSUANT TO
THE SECOND LIEN NOTES INDENTURE AND NOT OTHERWISE REQUIRED TO BE FURNISHED TO
THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO THIS SECTION (INCLUDING
COPIES OF ANY NOTICES, REQUESTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS SO
GIVEN OR RECEIVED UNDER OR PURSUANT TO THE SECOND LIEN NOTE DOCUMENTS REGARDING
ANY BREACH OR DEFAULT BY ANY PARTY THERETO OR REGARDING ANY OTHER EVENT THAT
COULD MATERIALLY IMPAIR THE RIGHTS OF ANY BORROWER OR OTHERWISE COULD HAVE A
MATERIAL ADVERSE EFFECT);
(H)
FROM TIME TO TIME SUCH OTHER FINANCIAL DATA
AND OTHER INFORMATION (INCLUDING ACCOUNTANTS' MANAGEMENT LETTERS, AUDIT REPORTS
OR RECOMMENDATIONS REGARDING INTERNAL CONTROLS PROVIDED BY THE ACCOUNTANTS TO
THE BOARD OF DIRECTORS OF THE PARENT, OR ANY COMMITTEE THEREOF) AS THE LENDERS
MAY REASONABLY REQUEST; AND
(I)
SIMULTANEOUSLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN (A) AND (B) ABOVE, THE BORROWER SHALL
PROVIDE THE ADMINISTRATIVE AGENT WITH AN UPDATED COPY OF SCHEDULE 5.13(A) HERETO
OR SHALL CERTIFY THAT SCHEDULE 5.13(A) IS TRUE AND CORRECT ON AND AS OF THE DATE
OF SUCH DELIVERY.
The