(B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE COMPANY
(I) CERTIFYING AS TO WHETHER AN EVENT OF DEFAULT HAS OCCURRED AND, IF AN EVENT
OF 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 6.13 AND
(III) 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; AND
(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 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, AS THE CASE MAY BE; AND
37
(E)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF ANY 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 EVENT OF DEFAULT OR UNMATURED DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING
BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE
BORROWER OR ANY AFFILIATE 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 BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT
EXCEEDING $1,000,000; 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 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.
EXISTENCE; CONDUCT OF BUSINESS.
THE BORROWER WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY
TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE
RIGHTS, LICENSES, PERMITS, PRIVILEGES AND FRANCHISES MATERIAL TO THE CONDUCT OF
ITS BUSINESS; PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.04.
PAYMENT OF OBLIGATIONS.
THE BORROWER WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, PAY ITS OBLIGA­TIONS, INCLUDING TAX LIABILITIES, THAT,
IF NOT PAID, COULD RESULT IN A MATERIAL ADVERSE EFFECT BEFORE THE SAME SHALL