so long as such financial
statements were prepared in accordance with GAAP as in effect on the date such
financial statements were delivered and in accordance with the historical
application thereof by the Company, without giving effect to any changes thereto
or in the interpretation or application thereof after such date) applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein).
5.2.
Certificates; Other Information.
Furnish to:
(A)
EACH LENDER, CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SUBSECTION 5.1(A), A CERTIFICATE OF PRICEWATERHOUSECOOPERS LLP OR
OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING
STATING THAT, IN MAKING THE EXAMINATION NECESSARY THEREFOR, NOTHING CAME TO
THEIR ATTENTION THAT CAUSED THEM TO BELIEVE THAT THE COMPANY WAS, AS AT THE DATE
AT WHICH SUCH FINANCIAL STATEMENTS WERE MADE, IN BREACH OF SUBSECTION 6.1;
(b)
each Lender, concurrently with the delivery of the financial statements
referred to in subsections 5.1(a) and 5.1(b), a certificate of the chief
financial officer of the Company (i) stating that, to the best of the chief
financial officer's knowledge, (A) such financial statements present fairly the
financial condition and results of operations of the Company and its
Subsidiaries for the
74
PERIOD REFERRED TO THEREIN (SUBJECT, IN THE CASE OF INTERIM STATEMENTS, TO
NORMAL YEAR-END AUDIT ADJUSTMENTS), AND (B) DURING SUCH PERIOD EACH BORROWER HAS
PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS CONTAINED IN THIS AGREEMENT
TO BE PERFORMED BY IT, AND THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED,
EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II) SETTING FORTH IN REASONABLE
DETAIL THE CALCULATIONS REQUIRED TO ESTABLISH WHETHER THE COMPANY WAS IN
COMPLIANCE WITH THE PROVISIONS OF SUBSECTION 6.1 ON THE DATE OF SUCH FINANCIAL
STATEMENTS; AND
(C)
EACH LENDER, WITHIN 30 DAYS AFTER THE SAME BECOME PUBLIC, COPIES OF ALL
FINANCIAL STATEMENTS AND REPORTS WHICH THE COMPANY MAY MAKE TO, OR FILE WITH,
THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCCESSOR OR ANALOGOUS
GOVERNMENTAL AUTHORITY; PROVIDED, THAT SUCH FINANCIAL STATEMENTS AND REPORTS
SHALL BE DEEMED DELIVERED TO EACH LENDER UPON FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION.
5.3.
Notices.
Promptly give notice to the Agent and each Lender (it being
understood that such a notice given by any Borrower under this subsection 5.3
shall satisfy the requirements of this subsection as to all Borrowers) of the
occurrence of any Default or Event of Default, accompanied by a statement of a
Financial Officer setting forth details of the occurrence referred to therein
and stating what action the Company or such other Borrower proposes to take with
respect thereto.
5.4.
Conduct of Business and Maintenance of Existence.
Continue to engage in
its principal line of business as now conducted by it and preserve, renew and
keep in full force and effect its corporate existence and take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct