SOON AS AVAILABLE AND IN ANY EVENT WITHIN
21 DAYS AFTER THE END OF EACH MONTH, MONTHLY CONSOLIDATED FINANCIAL STATEMENTS
CONSISTING OF A BALANCE SHEET, INCOME STATEMENT, CASH FLOW STATEMENT AND CASH
FLOW FORECAST FOR THE FOLLOWING THREE MONTHS AND INCLUDING A COMMENTARY AND
CALCULATIONS OF THE ACTUAL AND FORECAST BANK COVENANT POSITION;
(IV)
ALL INFORMATION REQUIRED TO BE DELIVERED TO
THE LENDERS UNDER THE COMPANY'S SENIOR CREDIT FACILITY AT THE SAME TIME AS IT IS
DELIVERED TO SUCH LENDERS;
(V)
ANY REVISIONS TO THE BUDGETS REFERRED TO
ABOVE AND ANY OTHER SIGNIFICANT BUDGETS PREPARED IN RESPECT OF THE COMPANY OR
ITS SUBSIDIARIES;
9
(VI)
ANY FINANCIAL INFORMATION FILED WITH OR
SUBMISSIONS MADE TO ANY SECURITIES EXCHANGE OR REGULATORY AUTHORITY BY THE
COMPANY OR ITS SUBSIDIARIES AT THE TIME SUCH INFORMATION IS FILED OR SUBMITTED;
AND
(VII)
SUCH OTHER FINANCIAL OR MANAGEMENT INFORMATION
RELATING TO THE COMPANY AND ITS SUBSIDIARIES AS MAY BE REASONABLY REQUESTED FROM
TIME TO TIME.
3.3.
REGULATORY COMPLIANCE COOPERATION.
SO LONG AS
THE FUND, CVC OR THEIR PERMITTED TRANSFEREES BENEFICIALLY OWN ANY OF THE SHARES,
BEFORE THE COMPANY REDEEMS, PURCHASES OR OTHERWISE ACQUIRES, DIRECTLY OR
INDIRECTLY, OR CONVERTS OR TAKES ANY ACTION WITH RESPECT TO THE VOTING RIGHTS
OF, ANY SHARES OF ANY CLASS OF ITS CAPITAL STOCK OR ANY SECURITIES CONVERTIBLE
INTO OR EXCHANGEABLE FOR ANY SHARES OF ANY CLASS OF ITS CAPITAL STOCK, OR BEFORE
THE COMPANY TAKES ANY ACTION WHICH WOULD RESULT IN THE FUND OR ITS PERMITTED
TRANSFEREES HAVING A REGULATORY PROBLEM, THE COMPANY SHALL GIVE THE FUND AND CVC
THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH PENDING ACTION.
UPON THE WRITTEN
REQUEST OF THE FUND OR CVC MADE WITHIN THIRTY (30) DAYS AFTER ITS RECEIPT OF ANY
SUCH NOTICE, STATING THAT AFTER GIVING EFFECT TO SUCH ACTION THE FUND WOULD HAVE
A REGULATORY PROBLEM (AS DESCRIBED BELOW), THE COMPANY WILL DEFER TAKING SUCH
ACTION FOR SUCH PERIOD (NOT TO EXTEND BEYOND NINETY (90) DAYS AFTER THE FUND'S
AND CVC'S RECEIPT OF THE COMPANY'S ORIGINAL NOTICE) AS THE FUND OR CVC REQUESTS
TO PERMIT IT AND ITS PERMITTED TRANSFEREES TO REDUCE THE QUANTITY OF SHARES HELD
BY IT AND ITS PERMITTED TRANSFEREES, OR TO TAKE SUCH OTHER NECESSARY ACTIONS, IN
ORDER TO AVOID THE REGULATORY PROBLEM.
IN ADDITION, THE COMPANY WILL NOT BE A
PARTY TO ANY MERGER, CONSOLIDATION, RECAPITALIZATION OR OTHER TRANSACTION
PURSUANT TO WHICH THE FUND OR CVC WOULD BE REQUIRED TO TAKE ANY VOTING
SECURITIES, OR ANY SECURITIES CONVERTIBLE INTO VOTING SECURITIES, WHICH MIGHT
REASONABLY BE EXPECTED TO CAUSE THE FUND TO HAVE A REGULATORY PROBLEM.
FOR
PURPOSES OF THIS SECTION, A PERSON WILL BE DEEMED TO HAVE A "REGULATORY PROBLEM"
WHEN SUCH PERSON AND SUCH PERSON'S PERMITTED TRANSFEREES (I) WOULD OWN, CONTROL
OR HAVE POWER OVER A GREATER QUANTITY OF SECURITIES OF ANY KIND ISSUED BY THE
COMPANY THAN ARE PERMITTED TO BE OWNED UNDER ANY REQUIREMENT OF ANY GOVERNMENTAL
AUTHORITY APPLICABLE TO SUCH PERSON OR (II) WOULD HAVE BEEN CAUSED TO BE OR
COULD BE