NOTES.
UPON RECEIPT OF
EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION
OR MUTILATION OF ANY NOTE AND, IF REQUESTED IN THE CASE OF ANY SUCH LOSS, THEFT
OR DESTRUCTION, UPON DELIVERY OF AN INDEMNITY BOND OR OTHER AGREEMENT OR
SECURITY REASONABLY SATISFACTORY TO THE COMPANY, OR, IN THE CASE OF ANY SUCH
MUTILATION, UPON SURRENDER AND CANCELLATION OF SUCH NOTE, THE COMPANY WILL ISSUE
A NEW NOTE, OF LIKE TENOR AND AMOUNT AND DATED THE DATE TO WHICH INTEREST HAS
BEEN PAID, IN LIEU OF SUCH LOST, STOLEN, DESTROYED OR MUTILATED NOTE; PROVIDED,
HOWEVER, THAT IF ANY NOTE
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HELD BY A PURCHASER THAT IS AN INSTITUTIONAL INVESTOR IS LOST, STOLEN OR
DESTROYED, THE AFFIDAVIT OF AN AUTHORIZED PARTNER OR OFFICER OF THE PURCHASER
SETTING FORTH THE CIRCUMSTANCES WITH RESPECT TO SUCH LOSS, THEFT OR DESTRUCTION
SHALL BE ACCEPTED AS SATISFACTORY EVIDENCE THEREOF, AND NO INDEMNIFICATION BOND
OR OTHER SECURITY SHALL BE REQUIRED AS A CONDITION TO THE EXECUTION AND DELIVERY
BY THE COMPANY OF A NEW NOTE IN REPLACEMENT OF SUCH LOST, STOLEN OR DESTROYED
NOTE, OTHER THAN SUCH PURCHASER'S WRITTEN AGREEMENT TO INDEMNIFY THE COMPANY.
ARTICLE VII
AFFIRMATIVE COVENANTS
The Note Parties jointly and severally covenant and agree that, for so long as
any of the Notes is outstanding, each of the Note Parties shall, and shall cause
each of its Subsidiaries to, observe and abide by each of the covenants and
agreements contained in this Article VII.
7.1
FINANCIAL STATEMENTS AND OTHER REPORTS.
EACH SPECIFIED COMPANY WILL, AND WILL CAUSE EACH OTHER LOAN PARTY TO, MAINTAIN A
SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH SOUND
BUSINESS PRACTICES TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE
WITH GAAP AND TO PROVIDE THE INFORMATION REQUIRED TO BE DELIVERED TO THE
PURCHASERS HEREUNDER, AND WILL DELIVER TO EACH PURCHASER:
(A)
WITHIN THIRTY (30) DAYS AFTER THE END OF
EACH MONTH (FORTY-FIVE (45) DAYS IN THE CASE OF THE MONTHS OF MARCH, JUNE,
SEPTEMBER AND DECEMBER), A CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH MONTH AND THE
RELATED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF OPERATIONS AND CASH FLOWS
FOR SUCH MONTH, AND FOR THE PORTION OF THE FISCAL YEAR ENDED AT THE END OF SUCH
MONTH SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
CORRESPONDING PERIODS OF THE PREVIOUS FISCAL YEAR AND THE FIGURES FOR SUCH MONTH
AND FOR SUCH PORTION OF THE FISCAL YEAR ENDED AT THE END OF SUCH MONTH SET FORTH
IN THE ANNUAL OPERATING AND CAPITAL EXPENDITURE BUDGETS AND CASH FLOW FORECAST
DELIVERED PURSUANT TO SECTION 7.1(N), ALL IN REASONABLE DETAIL AND CERTIFIED BY
A RESPONSIBLE OFFICER OF COMPANY AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AND AS HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP
APPLIED ON A BASIS CONSISTENT WITH THE AUDITED FINANCIAL STATEMENTS OF COMPANY,
SUBJECT TO CHANGES RESULTING FROM AUDIT AND