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FINANCIAL INFORMATION THAT WOULD BE REQUIRED TO BE CONTAINED IN A FILING WITH
THE SEC ON FORMS 10-Q AND 10-K IF THE BORROWER WERE REQUIRED TO FILE SUCH FORMS,
INCLUDING A "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" AND, WITH RESPECT TO THE ANNUAL INFORMATION ONLY, A
REPORT ON THE ANNUAL FINANCIAL STATEMENTS BY THE BORROWER'S CERTIFIED
INDEPENDENT ACCOUNTANTS; AND (II) ALL CURRENT REPORTS THAT WOULD BE REQUIRED TO
BE FILED WITH THE SEC ON FORM 8-K IF THE BORROWER WERE REQUIRED TO FILE SUCH
REPORTS, PROVIDED THAT THE BORROWER SHALL NOT BE REQUIRED TO DELIVER ANY SUCH
QUARTERLY REPORT OR INFORMATION OR CURRENT REPORT IF SUCH REPORT OR INFORMATION
IS FILED WITH THE SEC AND MADE PUBLICLY AVAILABLE ON THE SEC'S EDGAR WEBSITE;
(B)
IN ADDITION, WHETHER OR NOT REQUIRED BY THE SEC, THE BORROWER WILL FILE A
COPY OF ALL OF THE INFORMATION AND REPORTS REFERRED TO IN CLAUSES (A)(I) AND
(II) ABOVE WITH THE SEC FOR PUBLIC AVAILABILITY WITHIN THE TIME PERIODS
SPECIFIED IN THE SEC'S RULES AND REGULATIONS (UNLESS THE SEC WILL NOT ACCEPT
SUCH A FILING).
IN ADDITION, THE BORROWER AND THE GUARANTORS HAVE AGREED THAT,
FOR SO LONG AS ANY LOANS REMAIN OUTSTANDING, THEY WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS, UPON THEIR REQUEST, THE INFORMATION
REQUIRED TO BE DELIVERED PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT;
AND
(C)
NOTWITHSTANDING THE FOREGOING, SO LONG AS HOLDINGS IS REPORTING
CONSOLIDATED FINANCIALS WITH THE SEC THAT ARE COMPLIANT WITH THE EXCHANGE ACT
AND THE OTHER REPORTING REQUIREMENTS OF SECTION 7.1(A) AND SECTION 7.1(B), THE
BORROWER SHALL NOT BE OBLIGATED TO COMPLY WITH ANY OF THE REPORTING REQUIREMENTS
SET FORTH IN SECTION 7.1(A) AND SECTION 7.1(B).
7.2.
Compliance Certificate; Default Notice.
(A)
BORROWER AND EACH GUARANTOR SHALL DELIVER TO THE ADMINISTRATIVE AGENT,
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR, AN OFFICERS' CERTIFICATE
STATING THAT A REVIEW OF THE ACTIVITIES OF THE HOLDINGS AND ITS SUBSIDIARIES
DURING THE PRECEDING FISCAL YEAR HAS BEEN MADE UNDER THE SUPERVISION OF THE
SIGNING OFFICERS WITH A VIEW TO DETERMINING WHETHER THE HOLDINGS AND THE
BORROWER HAVE KEPT, OBSERVED, PERFORMED AND FULFILLED THEIR OBLIGATIONS UNDER
THIS AGREEMENT, AND FURTHER STATING, AS TO EACH SUCH OFFICER SIGNING SUCH
CERTIFICATE, THAT TO THE BEST OF HIS OR HER KNOWLEDGE, HOLDINGS AND THE BORROWER
HAVE KEPT, OBSERVED, PERFORMED AND FULFILLED THEIR OBLIGATIONS UNDER THIS
AGREEMENT AND ARE NOT IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY OF THE
TERMS, PROVISIONS AND CONDITIONS OF THIS AGREEMENT (OR, IF A DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED, DESCRIBING ALL SUCH DEFAULTS OR EVENTS OF DEFAULT
OF WHICH HE OR SHE MAY HAVE KNOWLEDGE AND WHAT ACTION THE BORROWER IS TAKING OR
PROPOSES TO TAKE WITH RESPECT THERETO) AND THAT TO THE BEST OF HIS OR HER
KNOWLEDGE NO EVENT HAS OCCURRED AND REMAINS IN EXISTENCE BY REASON OF WHICH
PAYMENTS ON ACCOUNT OF THE PRINCIPAL OF OR INTEREST, IF ANY, ON THE LOANS