(TAKEN AS A WHOLE) HEREAFTER FURNISHED BY OR ON BEHALF OF SUCH
PERSON IN WRITING TO ANY LENDER WILL BE, TRUE AND ACCURATE IN ALL MATERIAL
RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND NOT
INCOMPLETE BY OMITTING TO STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH
INFORMATION (TAKEN AS A WHOLE) NOT MISLEADING AT SUCH TIME IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED, EXCEPT THAT ANY SUCH
FUTURE INFORMATION CONSISTING OF PRO FORMA INFORMATION AND FINANCIAL PROJECTIONS
PREPARED BY THE BORROWER IS ONLY REPRESENTED HEREIN AS BEING BASED ON GOOD FAITH
ESTIMATES AND ASSUMPTIONS BELIEVED BY SUCH PERSONS TO BE REASONABLE AT THE TIME
MADE, IT BEING RECOGNIZED BY THE LENDERS THAT SUCH PROJECTIONS AS TO FUTURE
EVENTS ARE NOT TO BE VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE PERIOD
OR PERIODS COVERED BY ANY SUCH PROJECTIONS MAY DIFFER MATERIALLY FROM THE
PROJECTED RESULTS.
ARTICLE VII.
AFFIRMATIVE COVENANTS
The Borrower hereby covenants and agrees that on the Closing Date and thereafter
so long as this Agreement is in effect and until such time as the Total
Commitment has been terminated, no Notes
remain outstanding and the Loans, together with interest, Fees and all other
Obligations incurred hereunder and under the other Credit Documents, have been
paid in full:
SECTION 7.1
REPORTING REQUIREMENTS.
The Borrower will furnish to each Lender and the Administrative Agent:
(A)
ANNUAL FINANCIAL STATEMENTS.
AS SOON AS
AVAILABLE AND IN ANY EVENT WITHIN 90 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR OF
THE BORROWER, COMMENCING WITH THE FISCAL YEAR ENDING DECEMBER 31, 2005, THE
CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR AND THE RELATED
CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME, OF STOCKHOLDERS' EQUITY AND
OF CASH FLOWS FOR SUCH FISCAL YEAR, IN EACH CASE SETTING FORTH COMPARATIVE
FIGURES FOR THE PRECEDING FISCAL YEAR, ALL IN REASONABLE DETAIL AND ACCOMPANIED
BY AN OPINION WITH RESPECT TO SUCH CONSOLIDATED FINANCIAL STATEMENTS OF
INDEPENDENT PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING SELECTED BY THE
BORROWER, WHICH OPINION SHALL BE UNQUALIFIED AND SHALL (I) STATE THAT SUCH
ACCOUNTANTS AUDITED SUCH CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS, THAT SUCH ACCOUNTANTS BELIEVE THAT SUCH
AUDIT PROVIDES A REASONABLE BASIS FOR THEIR OPINION, AND THAT IN THEIR OPINION
SUCH CONSOLIDATED FINANCIAL STATEMENTS PRESENT FAIRLY, IN ALL MATERIAL RESPECTS,
THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR AND THE CONSOLIDATED RESULTS OF
THEIR OPERATIONS AND CASH FLOWS FOR SUCH FISCAL YEAR IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR (II) CONTAIN SUCH STATEMENTS AS ARE
CUSTOMARILY INCLUDED IN UNQUALIFIED REPORTS OF INDEPENDENT ACCOUNTANTS IN
CONFORMITY WITH THE RECOMMENDATIONS AND REQUIREMENTS OF THE AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS (OR ANY SUCCESSOR ORGANIZATION).
(B)
QUARTERLY FINANCIAL STATEMENTS.
AS SOON AS
AVAILABLE AND IN ANY EVENT WITHIN 45 DAYS AFTER THE CLOSE OF EACH OF