TO THE "BORROWING BASE" OR THE DETERMINATION THEREOF (INCLUDING APPRAISALS AND
COLLATERAL AUDITS) FURNISHED TO ANY ABL LENDER) AND NOT OTHERWISE REQUIRED TO BE
FURNISHED TO THE LENDERS PURSUANT TO ANY OTHER CLAUSE OF THIS SECTION 6.02;
(E)
TOGETHER WITH THE DELIVERY OF EACH
COMPLIANCE CERTIFICATE PURSUANT TO SECTION 6.02(B), (I) A REPORT SETTING FORTH
THE INFORMATION REQUIRED BY SECTION 3.03(C) OF
89
THE SECURITY AGREEMENT OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH
INFORMATION SINCE THE CLOSING DATE OR THE DATE OF THE LAST SUCH REPORT, (II) A
DESCRIPTION OF EACH EVENT, CONDITION OR CIRCUMSTANCE DURING THE LAST FISCAL
QUARTER COVERED BY SUCH COMPLIANCE CERTIFICATE REQUIRING A MANDATORY PREPAYMENT
OR OFFER TO PURCHASE UNDER SECTION 2.05(B) OR (C) AND (III) A LIST OF EACH
SUBSIDIARY THAT IDENTIFIES EACH SUBSIDIARY AS A RESTRICTED SUBSIDIARY OR AN
UNRESTRICTED SUBSIDIARY AS OF THE DATE OF DELIVERY OF SUCH COMPLIANCE
CERTIFICATE;
(F)
PROMPTLY, A COPY OF ANY FINAL "MANAGEMENT
LETTER" RECEIVED FROM THE BORROWER'S INDEPENDENT PUBLIC ACCOUNTANTS TO THE
EXTENT SUCH INDEPENDENT PUBLIC ACCOUNTANTS HAVE CONSENTED TO THE DELIVERY OF
SUCH MANAGEMENT LETTER TO THE ADMINISTRATIVE AGENT UPON THE REQUEST OF THE
BORROWER;
(G)
PROMPTLY FOLLOWING THE ADMINISTRATIVE
AGENT'S REQUEST THEREFOR, ALL DOCUMENTATION AND OTHER INFORMATION THAT THE
ADMINISTRATIVE AGENT REASONABLY REQUESTS ON ITS BEHALF OR ON BEHALF OF ANY
LENDER IN ORDER TO COMPLY WITH ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW
YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE
ACT;
(H)
(X) ON THE DATE OF ANY INCURRENCE OF
INDEBTEDNESS UNDER A REVOLVING CREDIT FACILITY TO FINANCE AN ACQUISITION, AN
INVESTMENT OR ANY OTHER RESTRICTED PAYMENT, A CERTIFICATE FROM A RESPONSIBLE
OFFICER CERTIFYING AS TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS SO
INCURRED AND THE DATE OF SUCH INCURRENCE AND (Y) ON THE DATE OF ANY REPAYMENT OF
INDEBTEDNESS UNDER A REVOLVING CREDIT FACILITY WITH THE NET PROCEEDS OF A
MATERIAL DISPOSITION, A CERTIFICATE FROM A RESPONSIBLE OFFICER CERTIFYING AS TO
THE AGGREGATE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS SO REPAID AND THE DATE OF
SUCH REPAYMENT; AND
(I)
PROMPTLY, SUCH ADDITIONAL INFORMATION
REGARDING THE BUSINESS, LEGAL, FINANCIAL OR CORPORATE AFFAIRS OF ANY LOAN PARTY
OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THE LOAN DOCUMENTS, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER THROUGH THE ADMINISTRATIVE AGENT MAY FROM
TIME TO TIME REASONABLY REQUEST.
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
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Borrower'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