STATEMENTS AND REPORTS PROVIDED FOR IN
SECTION 6.01(A), A REPORT SIGNED BY THE CHIEF FINANCIAL
67
OFFICER OR OTHER RESPONSIBLE OFFICER OF THE COMPANY SETTING FORTH (I) A LIST OF
REGISTRATION NUMBERS FOR ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADENAMES AND
COPYRIGHTS AWARDED TO ANY GROUP COMPANY SINCE THE LAST DAY OF THE IMMEDIATELY
PRECEDING FISCAL YEAR OF THE COMPANY AND (II) A LIST OF ALL PATENT APPLICATIONS,
TRADEMARK APPLICATIONS, SERVICE MARK APPLICATIONS, TRADE NAME APPLICATIONS AND
COPYRIGHT APPLICATIONS SUBMITTED BY ANY GROUP COMPANY SINCE THE LAST DAY OF THE
IMMEDIATELY PRECEDING FISCAL YEAR AND THE STATUS OF EACH SUCH APPLICATION, ALL
IN SUCH FORM AS SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(I)
DOMESTICATION IN OTHER JURISDICTION.
NOT LESS THAN 15 DAYS PRIOR
TO ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OF ANY LOAN PARTY, A COPY OF
ALL DOCUMENTS AND CERTIFICATES INTENDED TO BE FILED OR OTHERWISE EXECUTED TO
EFFECT SUCH CHANGE.
(J)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS UPON REQUEST
THEREFOR, SUCH OTHER INFORMATION REGARDING THE BUSINESS, PROPERTIES OR FINANCIAL
CONDITION OF ANY GROUP COMPANY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUEST, WHICH MAY INCLUDE SUCH INFORMATION AS ANY LENDER MAY
REASONABLY DETERMINE IS NECESSARY OR ADVISABLE TO ENABLE IT EITHER (I) TO COMPLY
WITH THE POLICIES AND PROCEDURES ADOPTED BY IT AND ITS AFFILIATES TO COMPLY WITH
THE BANK SECRECY ACT, THE U.S. PATRIOT ACT AND ALL APPLICABLE REGULATIONS
THEREUNDER OR (II) TO RESPOND TO REQUESTS FOR INFORMATION CONCERNING HOLDINGS
AND ITS SUBSIDIARIES FROM ANY GOVERNMENTAL, SELF-REGULATORY ORGANIZATION OR
FINANCIAL INSTITUTION IN CONNECTION WITH ITS ANTI-MONEY LAUNDERING AND
ANTI-TERRORISM REGULATORY REQUIREMENTS OR ITS COMPLIANCE PROCEDURES UNDER THE
U.S. PATRIOT ACT, INCLUDING IN EACH CASE INFORMATION CONCERNING THE COMPANY'S
DIRECT AND INDIRECT SHAREHOLDERS AND ITS USE OF THE PROCEEDS OF THE LOANS
HEREUNDER.
Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered shall be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto on the Company's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Company's behalf on
IntraLinks/IntraAgency or another relevant website, 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); provided that:
(i)
the Company shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Company to deliver such paper copies until
a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Company shall notify (which may
be by facsimile or electronic mail) the Administrative Agent and each Lender of
the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions