THEREOF AND WHAT ACTION THE BORROWER HAS TAKEN,
IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO AND (II) A CERTIFICATE
SUBSTANTIALLY IN THE FORM OF EXHIBIT G ATTACHED HERETO AND MADE A PART HEREOF
(THE "COMPLIANCE CERTIFICATE"), SIGNED BY THE BORROWER'S CHIEF FINANCIAL
OFFICER, SETTING FORTH CALCULATIONS (WITH SUCH SPECIFICITY AS THE LENDERS MAY
REASONABLY REQUEST) FOR THE PERIOD THEN ENDED WHICH DEMONSTRATE COMPLIANCE, WHEN
APPLICABLE, WITH THE PROVISIONS OF ARTICLE IX AND ARTICLE X.
(D)
BUDGETS; BUSINESS PLANS; FINANCIAL PROJECTIONS.
AS SOON AS
PRACTICABLE AND IN ANY EVENT NOT LATER THAN THE 60TH DAY FOLLOWING THE BEGINNING
OF EACH FISCAL YEAR, (I) A QUARTERLY BUDGET OF THE BORROWER AND ITS SUBSIDIARIES
FOR SUCH FISCAL YEAR; (II) AN ANNUAL BUSINESS PLAN OF THE BORROWER AND ITS
SUBSIDIARIES FOR SUCH FISCAL YEAR, ACCOMPANIED BY A REPORT EXPLAINING THE
CHANGES AND DEPARTURES FROM THE BUSINESS PLAN DELIVERED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS FOR THE PRECEDING FISCAL YEAR; AND (III) A PLAN AND
FINANCIAL FORECAST, PREPARED IN ACCORDANCE WITH THE BORROWER'S NORMAL ACCOUNTING
PROCEDURES APPLIED ON A CONSISTENT BASIS, FOR SUCH FISCAL YEAR AND FOR THE TWO
(2) SUCCEEDING FISCAL YEARS OF THE BORROWER, INCLUDING, WITHOUT LIMITATION,
(A) A FORECASTED BALANCE SHEET OF THE BORROWER AS AT THE END OF SUCH FISCAL YEAR
AND (B) FORECASTED STATEMENTS OF INCOME AND CASH FLOW OF THE BORROWER FOR SUCH
FISCAL YEAR.
7.02
MANAGEMENT REPORTS.
THE BORROWER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO THE ADMINISTRATIVE AGENT COPIES OF ANY MANAGEMENT REPORTS DELIVERED
TO ANY LOAN PARTY OR TO ANY OFFICER OR EMPLOYEE THEREOF BY THE INDEPENDENT,
CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH THE FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 7.01.
7.03
OTHER FINANCIAL INFORMATION.
(A)
TO THE EXTENT NOT READILY OBTAINABLE THROUGH PUBLIC FILINGS, THE
BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT,
SUCH OTHER INFORMATION, REPORTS, CONTRACTS, SCHEDULES, LISTS, DOCUMENTS,
AGREEMENTS AND INSTRUMENTS WITH RESPECT TO THE BUSINESS, CONDITION (FINANCIAL OR
OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS OF ANY LOAN PARTY
AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY, FROM TIME TO TIME, REASONABLY
REQUEST.
(B)
THE BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT COPIES OF ALL FINANCIAL STATEMENTS, REPORTS AND NOTICES, IF
ANY, SENT OR MADE AVAILABLE GENERALLY BY THE BORROWER TO THE HOLDERS OF ITS
PUBLICLY-HELD SECURITIES OR TO A TRUSTEE UNDER ANY INDENTURE OR FILED BY THE
BORROWER WITH THE COMMISSION, AND OF ALL PRESS RELEASES MADE AVAILABLE GENERALLY
BY THE BORROWER TO THE PUBLIC CONCERNING MATERIAL DEVELOPMENTS IN THE BORROWER'S
BUSINESS.
56
7.04
DEFAULTS AND OTHER EVENTS.
PROMPTLY UPON ANY LOAN PARTY OBTAINING
KNOWLEDGE (I) OF ANY CONDITION OR EVENT WHICH CONSTITUTES A DEFAULT OR AN EVENT
OF DEFAULT, (II) THAT ANY PERSON HAS GIVEN ANY NOTICE TO ANY LOAN PARTY OR TAKEN
ANY OTHER ACTION WITH RESPECT TO A CLAIMED DEFAULT OR EVENT OR CONDITION OF THE
TYPE REFERRED TO IN SECTION 11.01(E) OR (III) OF ANY CONDITION OR EVENT WHICH
HAS OR IS REASONABLY