to the Borrower and the Restricted Subsidiaries on a
stand-alone basis, on the other hand and (ii) to the extent such information is
in lieu of information required
88
to be provided under Section 6.01(a), such materials are accompanied by a report
and opinion of Ernst & Young, LLP or any other independent registered public
accounting firm of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any "going concern" or like qualification or exception
or any qualification or exception as to the scope of such audit.
SECTION 6.02. Certificates; Other Information. Deliver to the Administrative
Agent for prompt further distribution to each Lender:
(A)
NO LATER THAN FIVE (5) DAYS AFTER THE
DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A), A
CERTIFICATE OF ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CERTIFYING SUCH
FINANCIAL STATEMENTS AND STATING THAT IN MAKING THE EXAMINATION NECESSARY
THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY EVENT OF DEFAULT UNDER SECTION 7.05
OR, IF ANY SUCH EVENT OF DEFAULT SHALL EXIST, STATING THE NATURE AND STATUS OF
SUCH EVENT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY
ACCOUNTING RULES OR GUIDELINES);
(B)
NO LATER THAN FIVE (5) DAYS AFTER THE
DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A) AND (B), A
DULY COMPLETED COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE
BORROWER, AND IF SUCH COMPLIANCE CERTIFICATE DEMONSTRATES AN EVENT OF DEFAULT OF
ANY COVENANT UNDER SECTION 7.05, ANY OF THE INVESTORS MAY DELIVER, TOGETHER WITH
SUCH COMPLIANCE CERTIFICATE, NOTICE OF THEIR INTENT TO CURE (A "NOTICE OF INTENT
TO CURE") SUCH EVENT OF DEFAULT PURSUANT TO SECTION 8.05; PROVIDED THAT THE
DELIVERY OF A NOTICE OF INTENT TO CURE SHALL IN NO WAY AFFECT OR ALTER THE
OCCURRENCE, EXISTENCE OR CONTINUATION OF ANY SUCH EVENT OF DEFAULT OR THE
RIGHTS, BENEFITS POWERS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND THE LENDERS
UNDER ANY LOAN DOCUMENT;
(C)
PROMPTLY AFTER THE SAME ARE PUBLICLY
AVAILABLE, COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND
REGISTRATION STATEMENTS WHICH THE BORROWER FILES WITH THE SEC OR WITH ANY
GOVERNMENTAL AUTHORITY THAT MAY BE SUBSTITUTED THEREFOR (OTHER THAN AMENDMENTS
TO ANY REGISTRATION STATEMENT (TO THE EXTENT SUCH REGISTRATION STATEMENT, IN THE
FORM IT BECAME EFFECTIVE, IS DELIVERED), EXHIBITS TO ANY REGISTRATION STATEMENT
AND, IF APPLICABLE, ANY REGISTRATION STATEMENT ON FORM S-8) AND IN ANY CASE NOT
OTHERWISE REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT HERETO;
(D)
PROMPTLY AFTER THE FURNISHING THEREOF,
COPIES OF ANY MATERIAL REQUESTS OR MATERIAL NOTICES RECEIVED BY ANY LOAN PARTY
(OTHER THAN IN THE ORDINARY COURSE OF BUSINESS) OR MATERIAL STATEMENTS OR
MATERIAL REPORTS FURNISHED TO ANY HOLDER OF DEBT SECURITIES OF ANY LOAN PARTY OR
OF ANY OF ITS RESTRICTED SUBSIDIARIES PURSUANT TO THE TERMS OF ANY NEW NOTES
DOCUMENTATION OR ANY OTHER INDEBTEDNESS IN A PRINCIPAL AMOUNT GREATER THAN THE
THRESHOLD AMOUNT (BUT EXCLUDING MATERIAL STATEMENTS OR MATERIAL REPORTS RELATING