THAT THE BUDGET IS BASED ON
ASSUMPTIONS BELIEVED BY SUCH FINANCIAL OFFICER TO BE REASONABLE AS OF THE DATE
OF DELIVERY THEREOF;
(F)
UPON THE REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, AN
UPDATED PERFECTION CERTIFICATE (OR, TO THE EXTENT SUCH REQUEST RELATES TO
SPECIFIED INFORMATION CONTAINED IN THE PERFECTION CERTIFICATE, SUCH INFORMATION)
REFLECTING ALL CHANGES SINCE THE DATE OF THE INFORMATION MOST RECENTLY RECEIVED
PURSUANT TO THIS PARAGRAPH (F) OR SECTION 5.10(F);
(G)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF HOLDINGS, THE BORROWERS
OR ANY OF THE SUBSIDIARIES, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT,
OR SUCH CONSOLIDATING FINANCIAL STATEMENTS, AS IN EACH CASE THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST (FOR ITSELF OR ON BEHALF OF ANY LENDER); AND
94
(H)
IN THE EVENT THAT (I) IN RESPECT OF THE SENIOR UNSECURED NOTES OR
THE SENIOR SUBORDINATED NOTES, AND ANY REFINANCING INDEBTEDNESS WITH RESPECT
THERETO, THE RULES AND REGULATIONS OF THE SEC PERMIT THE BORROWERS, HOLDINGS OR
ANY PARENT ENTITY TO REPORT AT HOLDINGS' OR SUCH PARENT ENTITY'S LEVEL ON A
CONSOLIDATED BASIS AND (II) HOLDINGS OR SUCH PARENT ENTITY, AS THE CASE MAY BE,
IS NOT ENGAGED IN ANY BUSINESS OR ACTIVITY, AND DOES NOT OWN ANY ASSETS OR HAVE
OTHER LIABILITIES, OTHER THAN THOSE INCIDENTAL TO ITS OWNERSHIP DIRECTLY OR
INDIRECTLY OF THE EQUITY INTERESTS OF THE BORROWERS AND THE INCURRENCE OF
INDEBTEDNESS FOR BORROWED MONEY (AND, WITHOUT LIMITATION ON THE FOREGOING, DOES
NOT HAVE ANY SUBSIDIARIES OTHER THAN THE BORROWERS AND THE SUBSIDIARIES AND ANY
DIRECT OR INDIRECT PARENT COMPANIES OF THE BORROWERS THAT ARE NOT ENGAGED IN ANY
OTHER BUSINESS OR ACTIVITY AND DO NOT HOLD ANY OTHER ASSETS OR HAVE ANY
LIABILITIES EXCEPT AS INDICATED ABOVE) SUCH CONSOLIDATED REPORTING AT SUCH
PARENT ENTITY'S LEVEL IN A MANNER CONSISTENT WITH THAT DESCRIBED IN
PARAGRAPHS (A) AND (B) OF THIS SECTION 5.04 FOR THE BORROWERS (TOGETHER WITH A
RECONCILIATION SHOWING THE ADJUSTMENTS NECESSARY TO DETERMINE COMPLIANCE BY THE
BORROWERS AND THEIR SUBSIDIARIES WITH THE FINANCIAL PERFORMANCE COVENANT) WILL
SATISFY THE REQUIREMENTS OF SUCH PARAGRAPHS.
SECTION 5.05.
LITIGATION AND OTHER NOTICES.
FURNISH TO THE ADMINISTRATIVE
AGENT (WHICH WILL PROMPTLY THEREAFTER FURNISH TO THE LENDERS) WRITTEN NOTICE OF
THE FOLLOWING PROMPTLY AFTER ANY RESPONSIBLE OFFICER OF HOLDINGS (PRIOR TO A
QUALIFIED IPO) OR THE BORROWERS OBTAINS ACTUAL KNOWLEDGE THEREOF:
(A)
ANY EVENT OF DEFAULT OR DEFAULT, SPECIFYING THE NATURE AND EXTENT
THEREOF AND THE CORRECTIVE ACTION (IF ANY) PROPOSED TO BE TAKEN WITH RESPECT
THERETO;
(B)
THE FILING OR COMMENCEMENT OF, OR ANY WRITTEN THREAT OR NOTICE OF
INTENTION OF ANY PERSON TO FILE OR COMMENCE, ANY ACTION, SUIT OR PROCEEDING,
WHETHER AT LAW OR IN EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY OR IN
ARBITRATION, AGAINST HOLDINGS, THE BORROWERS OR ANY OF THE SUBSIDIARIES AS TO
WHICH AN ADVERSE DETERMINATION IS REASONABLY PROBABLE AND WHICH, IF ADVERSELY
DETERMINED, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
ANY OTHER DEVELOPMENT SPECIFIC TO