BASIS IN ACCORDANCE WITH GAAP
AND THAT THE EXAMINATION BY SUCH ACCOUNTANTS IN CONNECTION WITH SUCH
CONSOLIDATED FINANCIAL STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH GENERALLY
ACCEPTED AUDITING STANDARDS;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 45 DAYS AFTER THE END
OF EACH FISCAL QUARTER OF THE BORROWER, AN UNAUDITED CONSOLIDATED AND
CONSOLIDATING BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE END
OF SUCH FISCAL QUARTER AND THE RELATED UNAUDITED CONSOLIDATED AND CONSOLIDATING
STATEMENTS OF INCOME AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES FOR
SUCH FISCAL QUARTER AND THE THEN ELAPSED PORTION OF SUCH FISCAL YEAR, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING QUARTER
AND THE CORRESPONDING PORTION OF BORROWER'S PREVIOUS FISCAL YEAR;
(C)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN CLAUSES (A) AND (B) ABOVE, A COMPLIANCE CERTIFICATE SIGNED BY THE
PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF THE BORROWER;
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO
ANY OR ALL FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES
EXCHANGE, OR DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS GENERALLY, AS THE
CASE MAY BE;
(E)
NOT LESS THAN TEN DAYS PRIOR TO SUCH CHANGE, WRITTEN NOTICE OF ANY
CHANGE (I) IN ANY LOAN PARTY'S CORPORATE NAME, (II) IN THE JURISDICTION OF
ORGANIZATION OR FORMATION OF ANY LOAN PARTY, (III) IN ANY LOAN PARTY'S IDENTITY
OR FORM OF ORGANIZATION OR (IV) IN ANY LOAN PARTY'S FEDERAL TAXPAYER
IDENTIFICATION NUMBER. THE BORROWER ALSO AGREES PROMPTLY TO NOTIFY THE
ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED OR
DESTROYED; AND
(F)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR BY THE ADMINISTRATIVE
AGENT OR ANY LENDER AND SUBJECT TO APPLICABLE LAW AND REGULATIONS, SUCH OTHER
INFORMATION REGARDING THE RESULTS OF OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE BORROWER OR ANY SUBSIDIARY AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REASONABLY REQUEST.
So long as the Borrower is required to file periodic reports under Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower
may satisfy its obligation to deliver the financial statements referred to in
clauses (a) and (b) above (i) by delivering such financial statements by
electronic mail to such e-mail addresses as the Administrative Agent and Lenders
shall have provided to Borrower from time to time, or (ii) to the extent such
financial statements are publicly available by virtue of their filing with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all functions of said Commission, or with any national securities
exchange.
SECTION 5.2.
NOTICES OF MATERIAL EVENTS.
(A)
THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH
LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING AFTER A RESPONSIBLE OFFICER OF THE
BORROWER HAS KNOWLEDGE:
57
(I)
THE OCCURRENCE OF ANY DEFAULT