RESPECT THERETO,
(II) SETTING FORTH REASONABLY DETAILED CALCULATIONS DEMONSTRATING COMPLIANCE
WITH SECTIONS 6.12, 6.13, 6.14 AND 6.15 AND (III) STATING WHETHER ANY CHANGE IN
GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE PARENT
BORROWER'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;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE
(A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH FINANCIAL
STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR
EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT UNDER SECTIONS 6.12,
6.13, 6.14 OR 6.15 AND, IF SUCH KNOWLEDGE HAS BEEN OBTAINED, DESCRIBING SUCH
DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING
RULES OR GUIDELINES);
(E)
WITHIN 45 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF THE PARENT
BORROWER, A DETAILED CONSOLIDATED BUDGET FOR SUCH FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED
OPERATIONS AND CASH FLOW AS OF THE END OF AND FOR SUCH FISCAL YEAR AND SETTING
FORTH THE ASSUMPTIONS USED FOR PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY
WHEN AVAILABLE, ANY SIGNIFICANT REVISIONS OF SUCH BUDGET;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE PARENT
BORROWER OR ANY SUBSIDIARY WITH THE SEC OR WITH ANY NATIONAL SECURITIES
EXCHANGE, AS THE CASE MAY BE; AND
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE PARENT BORROWER
OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 5.02.
NOTICES OF MATERIAL EVENTS.
THE BORROWERS WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND EACH LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR, TO THE KNOWLEDGE OF AN
EXECUTIVE OFFICER OR THE PARENT BORROWER OR ANY SUBSIDIARY OR A FINANCIAL
OFFICER, AFFECTING THE BORROWERS OR ANY AFFILIATE THEREOF THAT, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
50
(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 BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT
EXCEEDING $250,000; AND
(D)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO
RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Parent Borrower setting
forth the details of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.
SECTION 5.03.
INFORMATION REGARDING