AS PRESENTING FAIRLY IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES OR THE COMPANY 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 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 SECTION 6.15, 6.16 AND 6.18, (III) SETTING FORTH
IN A REASONABLY DETAILED SCHEDULE, A COMPARISON OF THE CONSOLIDATED RESULTS
UNDER CLAUSE (A) OR (B) ABOVE WITH THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY AND ITS CONSOLIDATED RESTRICTED SUBSIDIARIES, AND
(IV) STATING WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS
OCCURRED SINCE THE DATE OF THE 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, ANY MANAGEMENT LETTER DELIVERED TO THE MANAGEMENT OF THE
COMPANY BY THE ACCOUNTING FIRM THAT REPORTED ON SUCH FINANCIAL STATEMENTS, AND
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSES (A) OR
(B) WRITTEN NOTICE OF ANY NEW OFFICE OR FACILITY AT WHICH COLLATERAL OWNED BY A
LOAN PARTY IS LOCATED;
(E)
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 SECURITIES AND EXCHANGE COMMISSION, OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED BY THE
COMPANY TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
(F)
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 THIS AGREEMENT, AS
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST;
(G)
WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR, A SUMMARY
DESCRIPTION OF THE INSURANCE POLICIES OF THE COMPANY AND ITS SUBSIDIARIES; AND
51
(H)
PROMPTLY FOLLOWING ANY REQUEST THEREOF, ALL INFORMATION AND/OR
DOCUMENTATION NECESSARY TO COMPLY WITH THE ACT OR FOR ADMINISTRATIVE AGENT TO
CONFIRM COMPLIANCE WITH THE ACT.
Documents required to be delivered pursuant to Section 5.01 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower's website on the Internet at or (ii) on
which such documents are delivered to the Administrative Agent. The
Administrative Agent shall post such documents on the Borrower's behalf on an
Internet or intranet website,