CERTIFICATE AND (II) A COMPLIANCE
CERTIFICATE CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR
DETERMINING, ON A CONSOLIDATED BASIS, COMPLIANCE BY ALL GROUP MEMBERS WITH THE
PROVISIONS OF THIS AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF THE
FISCAL QUARTER OR FISCAL YEAR OF THE BORROWER, AS THE CASE MAY BE, AND, IF
APPLICABLE, FOR DETERMINING THE APPLICABLE MARGINS;
67
(C) AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN 45 DAYS AFTER THE END
OF EACH FISCAL YEAR OF THE BORROWER, A DETAILED CONSOLIDATED BUDGET FOR THE
FOLLOWING FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS OF THE END OF THE FOLLOWING FISCAL YEAR, THE
RELATED CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW, PROJECTED CHANGES IN
FINANCIAL POSITION AND PROJECTED INCOME AND A DESCRIPTION OF THE UNDERLYING
ASSUMPTIONS APPLICABLE THERETO) (COLLECTIVELY, THE "PROJECTIONS"), WHICH
PROJECTIONS SHALL IN EACH CASE BE ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE
OFFICER STATING THAT SUCH PROJECTIONS ARE BASED ON REASONABLE ESTIMATES,
INFORMATION AND ASSUMPTIONS AND THAT SUCH RESPONSIBLE OFFICER HAS NO REASON TO
BELIEVE THAT SUCH PROJECTIONS ARE INCORRECT IN ANY MATERIAL RESPECT IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH SUCH ESTIMATES AND ASSUMPTIONS WERE MADE;
(D) IF AT ANY TIME THE BORROWER IS NOT REQUIRED TO FILE PERIODIC REPORTS WITH
THE SEC PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT, WITHIN 90 DAYS
AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER AND WITHIN 45 DAYS AFTER THE
END OF EACH OTHER FISCAL QUARTER OF THE BORROWER, A NARRATIVE DISCUSSION AND
ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER
AND ITS SUBSIDIARIES FOR SUCH FISCAL QUARTER AND FOR THE PERIOD FROM THE
BEGINNING OF THE THEN CURRENT FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER, AS
COMPARED TO THE COMPARABLE PERIODS OF THE PREVIOUS YEAR;
(E) NO LATER THAN TEN BUSINESS DAYS PRIOR TO THE EFFECTIVENESS THEREOF, COPIES
OF SUBSTANTIALLY FINAL DRAFTS OF ANY PROPOSED AMENDMENT, SUPPLEMENT, WAIVER OR
OTHER MODIFICATION WITH RESPECT TO ANY SENIOR SUBORDINATED SECURITIES INDENTURE;
(F) WITHIN FIVE DAYS AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL STATEMENTS
AND REPORTS THAT THE BORROWER SENDS TO THE HOLDERS OF ANY CLASS OF ITS DEBT
SECURITIES OR PUBLIC EQUITY SECURITIES AND, WITHIN FIVE DAYS AFTER THE SAME ARE
FILED, COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS THE BORROWER MAY MAKE TO,
OR FILE WITH, THE SEC;
(G) IF ANY SUBSIDIARY ORGANIZED UNDER THE LAWS OF ANY JURISDICTION WITHIN THE
UNITED STATES BECOMES DIRECTLY OWNED BY A FOREIGN SUBSIDIARY, PROMPT NOTICE
THEREOF, INCLUDING WHETHER SUCH SUBSIDIARY IS TO BE TREATED AS A FOREIGN
SUBSIDIARY IN ACCORDANCE WITH THE PROVISO TO THE DEFINITION OF THE TERM
"DOMESTIC SUBSIDIARY"; AND
(H) PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS ANY LENDER
THROUGH THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
7.3
PAYMENT OF OBLIGATIONS.
PAY, DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE
MATURITY OR BEFORE THEY BECOME DELINQUENT, AS THE CASE MAY