AMED » Topics » Section 5.2 Certificates; Other Information .

This excerpt taken from the AMED 10-Q filed Aug 9, 2005.

Section 5.2 Certificates; Other Information.


Furnish to the Administrative Agent and each of the Lenders:


(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;


(b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a), (b) and (c) above, a certificate of a Responsible Officer substantially in



the form of Schedule 5.2(b) (i) stating that, (A) such financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis, (B) each of the Credit Parties during such period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and (C) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in connection with the financial statements referred to in Sections 5.1(a) and (b) above, providing calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period.


(c) within ten days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its members and equity holders, and within ten days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the Securities and Exchange Commission or any successor or analogous Governmental Authority;


(d) at such time as the annual financial statements are delivered pursuant to Section 5.1(a), a certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year;


(e) promptly upon receipt thereof, a copy of any other report or “management letter” submitted or presented by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person; and


(f) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request.


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