ANY PENSION PLAN TO WHICH ANY LOAN PARTY OR ANY
OF ITS RESPECTIVE SUBSIDIARIES WAS NOT CONTRIBUTING AT THE CLOSING DATE; AND
IMMEDIATELY UPON BECOMING AWARE OF ANY OTHER EVENT OR CONDITION REGARDING A PLAN
OR ANY LOAN PARTY'S OR ANY OF ITS RESPECTIVE SUBSIDIARIES' OR AN ERISA
AFFILIATE'S COMPLIANCE WITH ERISA WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, BORROWER WILL GIVE NOTICE TO ADMINISTRATIVE AGENT AND
LENDERS THEREOF AND PROVIDE SUCH OTHER INFORMATION AS MAY BE REASONABLY
AVAILABLE TO ANY LOAN PARTY OR ANY SUCH SUBSIDIARY TO ENABLE ADMINISTRATIVE
AGENT AND LENDERS TO REASONABLY EVALUATE SUCH MATTER.
(O)
OTHER INFORMATION.
WITH REASONABLE
PROMPTNESS, BORROWER WILL DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT
TO ANY LOAN PARTY OR ANY OF ITS RESPECTIVE
45
SUBSIDIARIES AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY ADMINISTRATIVE
AGENT OR ANY LENDER.
4.6
ACCOUNTING TERMS; UTILIZATION OF GAAP FOR
PURPOSES OF CALCULATIONS UNDER AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO SUCH TERMS IN CONFORMITY WITH GAAP.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED,
FINANCIAL STATEMENTS AND OTHER INFORMATION FURNISHED TO ADMINISTRATIVE AGENT
PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN ACCORDANCE WITH GAAP AS IN
EFFECT AT THE TIME OF SUCH PREPARATION.
IN THE EVENT OF AN ACCOUNTING CHANGE
(AS DEFINED BELOW) THAT RESULTS IN A CHANGE IN ANY CALCULATIONS REQUIRED BY
SECTION 4 OF THIS AGREEMENT THAT WOULD NOT HAVE RESULTED HAD SUCH ACCOUNTING
CHANGE NOT OCCURRED, THE PARTIES HERETO AGREE TO ENTER INTO NEGOTIATIONS IN GOOD
FAITH IN ORDER TO AMEND SUCH PROVISIONS SO AS TO EQUITABLY REFLECT SUCH
ACCOUNTING CHANGE SUCH THAT THE CRITERIA FOR EVALUATING COMPLIANCE WITH SUCH
COVENANTS SHALL BE THE SAME AFTER SUCH ACCOUNTING CHANGE AS IF SUCH ACCOUNTING
CHANGE HAD NOT BEEN MADE; PROVIDED, HOWEVER, THAT NO CHANGE IN GAAP THAT WOULD
AFFECT A CALCULATION THAT MEASURES COMPLIANCE WITH SECTION 4 OF THIS AGREEMENT
SHALL BE GIVEN EFFECT UNTIL SUCH PROVISIONS ARE AMENDED TO REFLECT SUCH CHANGE
IN GAAP.
"ACCOUNTING CHANGE" MEANS ANY CHANGE IN ACCOUNTING PRINCIPLES THAT IS
REQUIRED OR PERMITTED HEREAFTER BY THE RULES, REGULATIONS, PRONOUNCEMENTS AND
OPINIONS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD OR THE AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS (OR SUCCESSORS THERETO) AND SUCH CHANGE IS
ADOPTED BY BORROWER AND THE OTHER LOAN PARTIES WITH THE AGREEMENT OF THEIR
ACCOUNTANTS.
SECTION 5
REPRESENTATIONS AND WARRANTIES
In order to induce Administrative Agent and Requisite Lenders under the Existing
Credit Agreement and the Term Loan B Lenders to enter into this Agreement and to
make Loans, each of the Loan Parties hereby represents and warrants to
Administrative Agent and each Lender on the Amendment Date and on the date of
each request for a Loan or the issuance of a Letter of Credit that the following
statements are true, correct and complete:
5.1
DISCLOSURE.
THE WRITTEN INFORMATION
FURNISHED BY OR ON BEHALF OF THE LOAN PARTIES OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES CONTAINED IN THIS AGREEMENT, THE