(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 6.10 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;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE (A)
ABOVE, A CERTIFICATE 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 (WHICH CERTIFICATE MAY
BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR GUIDELINES); AND
(E)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE BORROWER OR ANY
SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER (ACTING THROUGH THE ADMINISTRATIVE AGENT) MAY
REASONABLY REQUEST.
47
Documents required to be delivered pursuant to clauses (a) and (b) or (e) of
this Section 5.01 may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which such documents are posted
on the Borrower's behalf on IntraLinksTM or a substantially similar electronic
platform, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); or (ii) on which such documents are filed for public
availability on the U.S. Securities and Exchange Commission's Electronic Data
Gathering and Retrieval System.
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 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 SUBSIDIARY THEREOF THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; AND
(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 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
MATERIAL RIGHTS, QUALIFICATIONS, LICENSES, PERMITS, MATERIAL PRIVILEGES,
FRANCHISES, GOVERNMENTAL AUTHORIZATIONS AND INTELLECTUAL