ELAPSED PORTION OF THE FISCAL YEAR, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING PERIOD OR PERIODS OF (OR, IN
THE CASE OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS FISCAL YEAR, ALL
CERTIFIED BY ONE OF ITS FINANCIAL OFFICERS AS PRESENTING FAIRLY IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY 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;
68
(C) WITHIN THREE BUSINESS DAYS AFTER ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE COMPANY
(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 COMPLIANCE WITH SECTIONS 6.11 AND 6.12 (INCLUDING AN
IDENTIFICATION OF THE EXCLUDED SUBSIDIARIES), (III) STATING WHETHER ANY CHANGE
IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE
COMPANY'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, AND (IV) IN THE CASE OF ANY
CERTIFICATE DELIVERED IN CONNECTION WITH FINANCIAL STATEMENTS DELIVERED UNDER
CLAUSE (A) ABOVE, SETTING FORTH THE COMPANY'S CONSOLIDATED TANGIBLE ASSETS AS OF
THE END OF THE FISCAL YEAR TO WHICH SUCH STATEMENTS RELATE;
(D) PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE COMPANY OR
ANY SUBSIDIARY WITH THE SEC, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR
ALL OF THE FUNCTIONS OF THE SEC, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR
DISTRIBUTED BY THE COMPANY TO ITS SHAREHOLDERS GENERALLY; AND
(E) PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE COMPANY OR ANY
SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE FACILITY
AGENT OR ANY LENDER (THROUGH THE FACILITY AGENT) MAY REASONABLY REQUEST.
Information required to be delivered pursuant to paragraph (a), (b) or (d) of
this Section shall be deemed to have been delivered if such information, or one
or more annual or quarterly reports containing such information, shall have been
posted by the Facility Agent on an IntraLinks or similar site to which the
Lenders have been granted access or shall be available on the website of the
Securities and Exchange Commission at and the Company shall
have notified the Facility Agent of such availability; provided that the Company
shall deliver paper copies of such information to any Lender that requests such
delivery. Information required to be delivered pursuant to this Section may also
be delivered by electronic communications pursuant to procedures approved by the
Facility Agent.
SECTION 5.02. NOTICES OF MATERIAL EVENTS. THE COMPANY WILL FURNISH