OF DEFAULT (OR, TO THE EXTENT OF ANY NON-COMPLIANCE, DESCRIBING
SUCH NON-COMPLIANCE AS TO WHICH HE OR SHE MAY HAVE KNOWLEDGE AND WHAT ACTION
BORROWER HAS TAKEN, IS TAKING, OR PROPOSES TO TAKE WITH RESPECT THERETO), AND
(III)
A COMPLIANCE CERTIFICATE DEMONSTRATING, IN REASONABLE DETAIL,
COMPLIANCE AT THE END OF SUCH PERIOD WITH THE APPLICABLE FINANCIAL COVENANTS
CONTAINED IN SECTION 7.18, AND
(IV)
A PRINCIPAL OFFICERS CERTIFICATE, AND
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF EACH
OF BORROWER'S FISCAL YEARS,
(I)
FINANCIAL STATEMENTS OF BORROWER AND ITS SUBSIDIARIES FOR EACH
SUCH FISCAL YEAR, AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REASONABLY
ACCEPTABLE TO AGENT AND CERTIFIED, WITHOUT ANY QUALIFICATIONS, BY SUCH
ACCOUNTANTS TO HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP (SUCH AUDITED
FINANCIAL STATEMENTS TO INCLUDE A BALANCE SHEET, INCOME STATEMENT, AND
70
statement of cash flow and, if prepared, such accountants' letter to
management),
(II)
TO THE EXTENT SUCH STATEMENTS CONTINUE TO BE GIVEN BY CERTIFIED
PUBLIC ACCOUNTANTS GENERALLY, A WRITTEN STATEMENT BY BORROWER'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS STATING WHETHER, IN CONNECTION WITH THEIR AUDIT
EXAMINATION, ANY CONDITION OR EVENT THAT CONSTITUTES A DEFAULT OR EVENT OF
DEFAULT UNDER SECTION 7.18 HAS COME TO THEIR ATTENTION AND, IF SUCH A CONDITION
OR EVENT HAS COME TO THEIR ATTENTION, SPECIFYING THE NATURE AND PERIOD THEREOF,
(D)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 30 DAYS PRIOR TO THE START OF
EACH OF BORROWER'S FIRST AND THIRD FISCAL QUARTERS,
(I)
COPIES OF BORROWER'S PROJECTIONS, IN FORM AND SUBSTANCE
(INCLUDING AS TO SCOPE AND UNDERLYING ASSUMPTIONS) SATISFACTORY TO AGENT, IN ITS
SOLE DISCRETION, FOR THE FORTHCOMING 3 YEARS, YEAR BY YEAR, AND FOR THE
FORTHCOMING TWELVE MONTHS, MONTH BY MONTH, CERTIFIED BY THE CHIEF FINANCIAL
OFFICER OF BORROWER AS BEING SUCH OFFICER'S GOOD FAITH BEST ESTIMATE OF THE
FINANCIAL PERFORMANCE OF BORROWER DURING THE PERIOD COVERED THEREBY,
(E)
IF AND WHEN FILED BY BORROWER,
(I)
FORM 10-Q QUARTERLY REPORTS, FORM 10-K ANNUAL REPORTS, AND FORM
8-K CURRENT REPORTS,
(II)
ANY OTHER FILINGS MADE BY BORROWER WITH THE SEC,
(III)
COPIES OF BORROWER'S FEDERAL INCOME TAX RETURNS, AND ANY
AMENDMENTS THERETO, FILED WITH THE INTERNAL REVENUE SERVICE, AND
(IV)
ANY OTHER INFORMATION THAT IS PROVIDED BY BORROWER TO ITS
SHAREHOLDERS GENERALLY,
(F)
IF AND WHEN FILED BY BORROWER OR ITS SUBSIDIARIES AND AS REQUESTED BY
AGENT, SATISFACTORY EVIDENCE OF PAYMENT OF APPLICABLE EXCISE TAXES IN EACH
JURISDICTIONS IN WHICH (I) BORROWER OR ITS SUBSIDIARIES CONDUCTS BUSINESS OR IS
REQUIRED TO PAY ANY SUCH EXCISE TAX, (II) WHERE BORROWER'S OR ITS SUBSIDIARIES'
FAILURE TO PAY ANY SUCH APPLICABLE EXCISE TAX WOULD RESULT IN A LIEN ON THE
PROPERTIES OR ASSETS OF BORROWER OR ITS SUBSIDIARIES, OR (III) WHERE BORROWER'S
OR ITS SUBSIDIARIES' FAILURE TO PAY ANY SUCH APPLICABLE EXCISE TAX REASONABLY
COULD BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE,
(G)
AS SOON AS BORROWER HAS KNOWLEDGE OF ANY EVENT OR CONDITION THAT
CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT, NOTICE