OF THE FISCAL YEAR, SETTING FORTH IN
EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING PERIOD OR
PERIODS OF (OR, IN THE CASE OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS
FISCAL YEAR, ALL CERTIFIED BY ONE OF ITS FINANCIAL OFFICERS AS PRESENTING FAIRLY
IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED BASIS IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE (A) OR
(B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE COMPANY (I) CERTIFYING AS
TO WHETHER A DEFAULT HAS OCCURRED AND, IF A 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
COMPLIANCE WITH SECTION 6.10 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;
(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 (WHICH CERTIFICATE MAY
BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR GUIDELINES);
(E)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT MORE THAN THIRTY (30) DAYS AFTER
THE END OF EACH FISCAL YEAR OF THE COMPANY, A COPY OF THE PLAN AND FORECAST
(INCLUDING A PROJECTED CONSOLIDATED AND CONSOLIDATING BALANCE SHEET, INCOME
STATEMENT AND FUNDS FLOW STATEMENT) OF THE COMPANY FOR EACH MONTH OF SUCH FISCAL
YEAR IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE COMPANY 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, OR DISTRIBUTED BY THE COMPANY TO ITS
SHAREHOLDERS GENERALLY, AS THE CASE MAY BE; AND
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE COMPANY OR ANY
SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
Reports, documents or financial information required to be delivered pursuant to
Sections 5.01(a), 5.01(b) or 5.01(e) (to the extent any such financial
statements, reports, proxy statements or other materials are included in
materials otherwise filed with the Securities and Exchange Commission) may be
delivered electronically and if so, shall be deemed to have been delivered on
the date on which Borrower files such materials or provides a link thereto