PARENT AND ITS
CONSOLIDATED SUBSIDIARIES FOR SUCH FISCAL YEAR;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER
(I) CERTIFYING AS TO WHETHER A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND, IF
A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, SPECIFYING THE DETAILS THEREOF AND
ANY ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (II) SETTING
FORTH REASONABLY DETAILED CALCULATIONS DEMONSTRATING WHETHER THERE HAS BEEN
COMPLIANCE WITH SECTIONS 6.01 AND 6.02 AND (III) STATING WHETHER ANY CHANGE IN
GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04 AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE;
(E)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) ABOVE, OR PROMPTLY THEREAFTER, A LETTER ADDRESSED TO
THE BOARD OF DIRECTORS OF THE PARENT FROM THE ACCOUNTING FIRM THAT REPORTED ON
SUCH FINANCIAL STATEMENTS STATING THAT, IN CONNECTION WITH THE ACCOUNTING FIRM'S
AUDITS, NOTHING CAME TO THE ATTENTION OF SUCH FIRM THAT CAUSED IT TO BELIEVE
THAT THE PARENT FAILED TO COMPLY WITH SECTIONS 6.01, 6.02 OR 6.03 INSOFAR AS
SUCH SECTIONS RELATE TO FINANCIAL AND ACCOUNTING MATTERS, AND THAT SUCH
ACCOUNTING FIRM'S AUDIT WAS NOT DIRECTED PRIMARILY TOWARD OBTAINING KNOWLEDGE OF
NONCOMPLIANCE WITH SUCH SECTIONS;
43
(F)
PROMPTLY AFTER SUCH FILINGS BECOME
PUBLICLY AVAILABLE, ELECTRONIC NOTICE OF THE FILING OF ALL PERIODIC AND OTHER
REPORTS AND PROXY STATEMENTS FILED BY THE PARENT OR ANY SUBSIDIARY WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO
ANY OR ALL OF THE FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES
EXCHANGE;
(G)
PROMPTLY AFTER MOODY'S OR S&P SHALL HAVE
ANNOUNCED A CHANGE IN THE RATING ESTABLISHED OR DEEMED TO HAVE BEEN ESTABLISHED
FOR THE INDEX DEBT, WRITTEN NOTICE OF SUCH RATING CHANGE; AND
(H)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE PARENT OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AS THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY REASONABLY REQUEST.
Notices of Material Events.
The Borrower will furnish to the Administrative
Agent and each Lender prompt notice of the following:
(I)
THE OCCURRENCE OF ANY DEFAULT OR EVENT
OF DEFAULT;
(J)
THE FILING OR COMMENCEMENT OF ANY
ACTION, SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY
AGAINST OR AFFECTING THE PARENT, THE BORROWER OR ANY AFFILIATE THEREOF THAT, IF
ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT;
(K)
THE OCCURRENCE OF ANY ERISA EVENT THAT,
ALONE OR TOGETHER WITH ANY OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE PARENT, THE BORROWER OR ANY
OF THE SUBSIDIARIES WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT; AND
(L)
ANY OTHER DEVELOPMENT THAT RESULTS