OF) THE PREVIOUS
FISCAL YEAR, ALL CERTIFIED BY ONE OF THE PARENT'S FINANCIAL OFFICERS AS
PRESENTING FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF THE PARENT, THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES ON A
CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO
NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER
OF THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT F ATTACHED HERETO
(I) CERTIFYING AS TO WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING AND, IF A
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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 COMPLIANCE WITH SECTION 6.16, SECTION 6.17
AND SECTION 6.18, AND (III) STATING WHETHER ANY CHANGE IN GAAP OR IN THE
APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE LAST AUDITED FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 5.01(A) ABOVE AND, IF ANY SUCH CHANGE
HAS OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE;
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, ON EDGAR (OR (I) UPON THE REQUEST OF ANY LENDER, THE BORROWER SHALL
PROVIDE A COPY OF SUCH STATEMENT OR REPORT DESCRIBED BELOW TO ANY LENDER THAT
DOES NOT HAVE ACCESS TO EDGAR, OR (II) IF SUCH STATEMENT OR REPORT IS NO LONGER
AVAILABLE ON EDGAR FOR ANY REASON, A COPY OF SUCH STATEMENT OR REPORT DESCRIBED
BELOW TO EACH LENDER AND THE ADMINISTRATIVE AGENT) COPIES OF ALL PERIODIC AND
OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE PARENT, THE
BORROWER OR ANY SUBSIDIARY WITH THE SEC, OR WITH ANY NATIONAL SECURITIES
EXCHANGE, AS THE CASE MAY BE;
(E)
WITHIN FIFTEEN (15) DAYS AFTER THE FILING
THEREOF, COPIES OF ALL INCOME TAX RETURNS, ATTACHMENTS, FORMS, EXHIBITS AND
EXTENSIONS OF EACH LOAN PARTY; AND
(F)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE PARENT, THE BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE
TERMS OF THIS AGREEMENT, AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUEST.
SECTION 5.02.
Notices of Material Events.
The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:
(A)
THE OCCURRENCE OF ANY DEFAULT OF WHICH
BORROWER HAS, OR COULD REASONABLY BE EXPECTED TO HAVE, KNOWLEDGE;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST
OR AFFECTING THE PARENT, THE BORROWER OR ANY SUBSIDIARY THEREOF THAT, IF
ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT;
(C)
THE OCCURRENCE OF ANY ERISA EVENT THAT,
ALONE OR TOGETHER WITH ANY OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE PARENT, THE BORROWER AND
ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT THAT COULD REASONABLY BE EXPECTED TO
HAVE