NAME), 4.02(C) (MERGER AND ACQUISITIONS), 4.02(D) (GRANTOR ORGANIZATIONAL
INFORMATION), 4.02(E) (COLLATERAL ADDRESS), 4.02(J) (INTELLECTUAL PROPERTY),
4.06(A) (DEPOSIT ACCOUNTS) OR 4.06(B) (SECURITIES ACCOUNTS) OF THE GUARANTY AND
COLLATERAL AGREEMENT SINCE THE INITIAL BORROWING DATE OR, IF LATER, SINCE THE
DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION 10.01(C),
OR IF THERE HAVE BEEN ANY SUCH CHANGES, A LIST IN REASONABLE DETAIL OF SUCH
CHANGES (BUT, IN EACH CASE WITH RESPECT TO THIS CLAUSE (III), ONLY TO THE EXTENT
THAT SUCH CHANGES IN INFORMATION ARE REQUIRED TO BE REPORTED TO THE COLLATERAL
AGENT PURSUANT TO THE TERMS OF SUCH SECURITY DOCUMENTS) AND WHETHER HOLDINGS AND
THE OTHER CREDIT PARTIES HAVE OTHERWISE TAKEN ALL ACTIONS REQUIRED TO BE TAKEN
BY THEM PURSUANT TO SUCH SECURITY DOCUMENTS IN CONNECTIONS WITH ANY SUCH
CHANGES;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) ABOVE, A CERTIFICATE OR OTHER WRITTEN STATEMENT 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 OR EVENT OF DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT
REQUIRED BY ACCOUNTING RULES OR GUIDELINES);
97
(E)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT
MORE THAN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF HOLDINGS, A COPY
OF THE PLAN AND FORECAST (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET,
INCOME STATEMENT AND CASH FLOW STATEMENT) OF HOLDINGS AND ITS SUBSIDIARIES FOR
EACH MONTH OF SUCH FISCAL YEAR (THE "PROJECTIONS"), TOGETHER WITH A SUMMARY OF
ASSUMPTIONS UNDERLYING SUCH FORECAST, IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, COPIES OF ALL PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER
MATERIALS FILED BY THE BORROWER 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 HOLDINGS TO ITS PUBLIC SECURITIES HOLDERS GENERALLY, AS THE CASE
MAY BE;
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF ANY CREDIT PARTY OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF
THIS AGREEMENT, AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST; AND
(H)
PROMPTLY FOLLOWING THE REASONABLE REQUEST
FROM THE ADMINISTRATIVE AGENT, ANY DOCUMENTATION AND OTHER INFORMATION REQUIRED
TO BE DELIVERED PURSUANT TO THE REQUIREMENTS OF SECTION 6.08.
Documents required to be delivered pursuant to Section 10.01 and Section 10.02
may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date on which such documents are posted on the Borrower's
behalf on IntraLinks/IntraAgency or another website identified in the notice
provided pursuant to the next succeeding paragraph of this Section 10.01, if
any, to which each Lender and the Administrative Agent have been granted access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that (x) upon written request by