A FINANCIAL OFFICER (I) CERTIFYING THAT NO DEFAULT HAS OCCURRED OR,
IF A DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY
CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO AND (II)
SETTING FORTH COMPUTATIONS IN REASONABLE DETAIL REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT DEMONSTRATING COMPLIANCE WITH THE COVENANTS CONTAINED IN
SECTION 7.01;
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY IT
WITH THE SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY
SUCCEEDING TO ANY OF OR ALL THE FUNCTIONS OF SUCH COMMISSION, OR WITH ANY
NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED TO ITS SHAREHOLDERS GENERALLY, AS
THE CASE MAY BE; AND
(E)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE COMPANY OR ANY
SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THE LOAN DOCUMENTS, AS THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, MAY REASONABLY REQUEST.
Information required to be delivered pursuant to paragraphs 5.04(a), 5.04(b) or
5.04(d) above shall be deemed to have been delivered on the date on which the
Company provides notice to the Administrative Agent that such information has
been posted on the Company's website on the Internet at , at
or at another website identified in such notice and
accessible by the Lenders without charge; provided that (i) such notice may be
included in a certificate delivered pursuant to paragraph 5.04(c) and (ii) the
Borrower shall deliver paper copies of the information referred to in paragraphs
5.04(a) or 5.04(b) to any Lender which requests such delivery.
63
SECTION 5.05.
LITIGATION AND OTHER NOTICES.
IN THE CASE OF THE COMPANY,
FURNISH TO THE ADMINISTRATIVE AGENT (WHICH WILL PROMPTLY NOTIFY EACH LENDER)
PROMPT WRITTEN NOTICE OF THE FOLLOWING:
(A)
ANY DEFAULT OF WHICH AN EXECUTIVE OFFICER OF THE COMPANY HAS
KNOWLEDGE, SPECIFYING THE NATURE AND EXTENT THEREOF AND THE CORRECTIVE ACTION
(IF ANY) PROPOSED TO BE TAKEN WITH RESPECT THERETO;
(B)
THE FILING OR COMMENCEMENT OF, OR ANY WRITTEN THREAT OR NOTICE OF
INTENTION OF ANY PERSON TO FILE OR COMMENCE, ANY ACTION, SUIT OR PROCEEDING,
WHETHER AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY, AGAINST
THE COMPANY OR ANY AFFILIATE THEREOF AS TO WHICH THERE IS A REASONABLE
POSSIBILITY OF AN ADVERSE DETERMINATION AND WHICH, 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 WHICH HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT;
(D)
ANY DEVELOPMENT THAT HAS RESULTED IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT; AND
(E)
ANY CHANGE, FOLLOWING THE EFFECTIVENESS THEREOF, IN THE COMPANY'S
SENIOR UNSECURED DEBT RATING FROM S&P, FITCH OR MOODY'S OR IN ITS CORPORATE
CREDIT RATING FROM S&P.
SECTION 5.06.
MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
IN
THE CASE OF THE COMPANY