PERIOD
AND FOR THE PERIOD FROM THE BEGINNING OF THE RESPECTIVE FISCAL YEAR TO THE END
OF SUCH PERIOD, AND THE RELATED CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS AS
AT THE END OF SUCH PERIOD, AND SETTING FORTH IN EACH CASE IN COMPARATIVE FORM
THE CORRESPONDING FIGURES FOR THE CORRESPONDING PERIOD IN THE PRECEDING FISCAL
YEAR, ACCOMPANIED BY THE CERTIFICATE OF A RESPONSIBLE OFFICER, WHICH CERTIFICATE
SHALL STATE THAT SAID FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE CONSOLIDATED AND CONSOLIDATING FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES IN ACCORDANCE WITH
GAAP, AS AT THE END OF, AND FOR, SUCH PERIOD (SUBJECT TO NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE LACK OF FOOTNOTES).
(C)
CHANGE IN REFERENCE RATING.
PROMPTLY AND
IN ANY EVENT WITHIN SEVEN BUSINESS DAYS AFTER MOODY'S OR S&P HAS CHANGED ANY
RELEVANT REFERENCE RATING, NOTICE OF SUCH CHANGE.
(D)
NOTICE OF DEFAULT, ETC.
PROMPTLY AFTER A
RESPONSIBLE OFFICER KNOWS THAT ANY DEFAULT OR ANY MATERIAL ADVERSE EFFECT HAS
OCCURRED, A NOTICE OF SUCH DEFAULT OR MATERIAL ADVERSE EFFECT, DESCRIBING THE
SAME IN REASONABLE DETAIL AND THE ACTION THE BORROWER PROPOSES TO TAKE WITH
RESPECT THERETO.
(E)
OTHER ACCOUNTING REPORTS.
PROMPTLY UPON
RECEIPT THEREOF, A COPY OF EACH OTHER REPORT OR LETTER SUBMITTED TO THE BORROWER
OR ANY SUBSIDIARY OF THE BORROWER BY INDEPENDENT ACCOUNTANTS IN CONNECTION WITH
ANY ANNUAL, INTERIM OR SPECIAL AUDIT MADE BY THEM OF THE BOOKS OF THE BORROWER
AND ITS SUBSIDIARIES, AND A COPY OF ANY RESPONSE BY ANY GUARANTOR OR ANY
SUBSIDIARY OF THE BORROWER, TO SUCH LETTER OR REPORT.
(F)
GOVERNMENTAL AUTHORITIES.
PROMPTLY UPON
RECEIPT THEREOF, A COPY OF ANY NOTICE FROM ANY GOVERNMENTAL AUTHORITY (EXCEPT
WHERE INVOLVING A ROUTINE OR ORDINARY COURSE MATTER, WHICH IN ANY CASE IS
IMMATERIAL), AND PROMPTLY UPON A RESPONSIBLE OFFICER'S KNOWLEDGE THEREOF,
54
NOTICE OF ANY MATERIAL DISPUTE WITH ANY GOVERNMENTAL AUTHORITY INVOLVING THE
BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY.
(G)
NOTICES UNDER OTHER LOAN AGREEMENTS.
PROMPTLY AFTER THE FURNISHING THEREOF, COPIES OF ANY STATEMENT, REPORT OR NOTICE
FURNISHED BY THE BORROWER TO ANY PERSON PURSUANT TO THE TERMS OF ANY INDENTURE,
LOAN OR CREDIT OR OTHER SIMILAR AGREEMENT, OTHER THAN THIS AGREEMENT AND NOT
OTHERWISE REQUIRED TO BE FURNISHED TO THE LENDERS PURSUANT TO ANY OTHER
PROVISION OF THIS SECTION 8.01.
(H)
OTHER MATTERS.
FROM TIME TO TIME SUCH OTHER
INFORMATION REGARDING THE BUSINESS, AFFAIRS OR FINANCIAL CONDITION OF THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER (INCLUDING, WITHOUT LIMITATION, ANY
PLAN OR MULTIEMPLOYER PLAN AND ANY REPORTS OR OTHER INFORMATION REQUIRED TO BE
FILED UNDER ERISA) AS THE AGENT MAY REASONABLY REQUEST.
The Borrower will furnish to the Agent, at the time each set of financial
statements is furnished to the Agent pursuant to paragraph (a) or (b) above, a
Compliance Certificate executed by a Responsible Officer, (i) certifying as to
the matters set forth therein and stating that no Default has occurred and is
continuing (or, if any Default has occurred and is continuing, describing