WITH RESPECT
THERETO AND (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS DEMONSTRATING
COMPLIANCE WITH SECTIONS 5.10 AND 5.11, SUBSTANTIALLY IN THE FORM OF
SCHEDULE 5.01(C) HERETO;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT
REPORTED ON SUCH FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE
DURING THE COURSE OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY
DEFAULT OR EVENT OF DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT
REQUIRED BY ACCOUNTING RULES OR GUIDELINES);
(E)
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, COPIES OF ALL REGULAR AND PERIODIC REPORTS, PROXY STATEMENTS AND
PROSPECTUSES FILED BY THE BORROWER, ANY GUARANTOR OR ANY SIGNIFICANT 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, OR DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS
GENERALLY, AS THE CASE MAY BE;
(F)
ON THE DATE OF ISSUANCE THEREOF OR WITHIN
TWO BUSINESS DAYS THEREAFTER, NOTICE OF THE ISSUANCE OF ANY PRE-FUNDED
COMMERCIAL PAPER (INCLUDING THE PRINCIPAL AMOUNT AND MATURITY THEREOF); PROVIDED
THAT, SUCH NOTICE NEED ONLY BE FURNISHED TO THE ADMINISTRATIVE AGENT; AND
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION (INCLUDING NON-FINANCIAL INFORMATION) AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY FROM TIME TO TIME REASONABLY REQUEST.
SECTION 5.02.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS WILL
BE USED TO FINANCE A PORTION OF THE KINKO'S ACQUISITION AND TO PAY RELATED FEES
AND EXPENSES OR TO SUPPORT COMMERCIAL PAPER ISSUED BY THE BORROWER TO FINANCE A
PORTION OF THE KINKO'S ACQUISITION AND TO PAY RELATED FEES AND EXPENSES AND FOR
OTHER GENERAL CORPORATE PURPOSES, INCLUDING, BUT NOT LIMITED TO, THE REPAYMENT
OF INDEBTEDNESS OF KINKO'S IN CONNECTION WITH THE CONSUMMATION OF THE KINKO'S
ACQUISITION; PROVIDED THAT, PRIOR TO THE CONSUMMATION OF THE KINKO'S
ACQUISITION, THE PROCEEDS OF THE LOANS SHALL ONLY BE AVAILABLE EITHER (A) TO
REPAY PRE-FUNDED COMMERCIAL PAPER OR (B) FOR THE PURPOSE OF BORROWING PRE-FUNDED
LOANS (WHICH SHALL BE MAINTAINED IN CASH OR PERMITTED INVESTMENTS PURSUANT TO
SECTION 6.10) PENDING THE USE THEREOF TO FINANCE THE KINKO'S ACQUISITION AND TO
OTHERWISE SATISFY THE KINKO'S ACQUISITION CONDITIONS.
NO PART OF THE PROCEEDS
OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT
ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATION
U.
SECTION 5.03.
NOTICE OF MATERIAL EVENTS.
THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, FURNISH TO THE ADMINISTRATIVE AGENT AND EACH
LENDER PROMPT WRITTEN NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT OR ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD
32
REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
EACH NOTICE
DELIVERED UNDER THIS SECTION SHALL BE ACCOMPANIED BY A STATEMENT OF A FINANCIAL
OFFICER OR OTHER EXECUTIVE OFFICER OF THE BORROWER SETTING FORTH THE DETAILS OF
THE EVENT OR DEVELOPMENT REQUIRING SUCH NOTICE AND ANY ACTION TAKEN OR PROPOSED
TO BE TAKEN