QUARTER, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES AS OF THE END OF AND FOR THE CORRESPONDING PERIOD
IN THE PREVIOUS FISCAL YEAR, IN EACH CASE DULY CERTIFIED (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS) BY A RESPONSIBLE FINANCIAL OFFICER OF BMCA AS HAVING
BEEN PREPARED IN ACCORDANCE WITH GAAP, TOGETHER WITH (1) A CERTIFICATE OF SAID
OFFICER STATING THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR, IF
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, A STATEMENT AS TO THE NATURE
THEREOF AND THE ACTION THAT BMCA HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT
THERETO, AND (2) A SCHEDULE TO SUCH CERTIFICATE IN FORM REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT SETTING FORTH (X) THE LEVERAGE RATIO AS OF THE LAST
DAY OF SUCH FISCAL QUARTER, (Y) THE INTEREST COVERAGE RATIO FOR THE FOUR FISCAL
QUARTERS OF BMCA ENDING
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ON THE LAST DAY OF SUCH FISCAL QUARTER, AND (Z) THE COMPUTATIONS USED BY BMCA IN
DETERMINING COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTION 5.04, PROVIDED
THAT IN THE EVENT OF ANY CHANGE IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES USED
IN THE PREPARATION OF SUCH FINANCIAL STATEMENTS, BMCA SHALL ALSO PROVIDE, IF
NECESSARY FOR THE DETERMINATION OF ANY OF (X), (Y) OR (Z) ABOVE, A STATEMENT OF
RECONCILIATION CONFORMING SUCH FINANCIAL STATEMENTS TO GAAP.
(D)
BUSINESS PLANS AND ANNUAL FORECASTS. AS SOON AS AVAILABLE AND IN
ANY EVENT NOT LATER THAN 90 DAYS AFTER THE END OF EACH FISCAL YEAR, AN ANNUAL
BUSINESS PLAN AND FORECASTS PREPARED BY MANAGEMENT OF BMCA, IN FORM SATISFACTORY
TO THE ADMINISTRATIVE AGENT, OF BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW
STATEMENTS AND PROJECTED BORROWING BASE AVAILABILITY ON A MONTHLY BASIS FOR THE
FISCAL YEAR IMMEDIATELY FOLLOWING SUCH FISCAL YEAR, TOGETHER WITH NARRATIVES
OUTLINING THE MATERIAL OPERATING, INVESTING AND FINANCING ASSUMPTIONS
INCORPORATED IN SUCH FORECASTS.
(E)
TAX AND ASBESTOS LITIGATION REPORTS. PROMPTLY UPON THE OCCURRENCE
OF A MATERIAL EVENT IN CONNECTION WITH (I) ANY TAX PROCEEDING INVOLVING, OR ANY
FEDERAL INCOME TAX LIABILITY, CONTINGENT OR ACTUAL, OF BMCA, ANY LOAN PARTY, OR
ANY OTHER MEMBER OF THE G-I HOLDINGS TAX GROUP, IN CONNECTION WITH OR ARISING
OUT OF THE RHONE POULENC TRANSACTIONS AND (II) ASBESTOS LITIGATION INVOLVING
BMCA OR ANY OF ITS SUBSIDIARIES, PROVIDE A SUMMARY IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OF SUCH EVENT.
(F)
LITIGATION. PROMPTLY AFTER BMCA BECOMES AWARE OF THE COMMENCEMENT
THEREOF, NOTICE OF ALL ACTIONS, SUITS, INVESTIGATIONS, LITIGATION AND
PROCEEDINGS BEFORE ANY GOVERNMENTAL AUTHORITY AFFECTING ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES OF THE TYPE DESCRIBED IN SECTION 4.01(F), AND PROMPTLY AFTER
THE OCCURRENCE THEREOF, NOTICE OF ANY MATERIAL ADVERSE CHANGE IN THE STATUS OR
THE FINANCIAL EFFECT ON ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OF THE
DISCLOSED LITIGATION FROM THAT DESCRIBED ON SCHEDULE 4.01(F) HERETO.
(G)
SECURITIES REPORTS. PROMPTLY AFTER THE SENDING OR FILING THEREOF,
COPIES OF ALL PROXY STATEMENTS, FINANCIAL STATEMENTS AND REPORTS THAT ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES SENDS TO