FINANCIAL OFFICER OF THE BORROWER, TOGETHER WITH A COVENANT COMPLIANCE WORKSHEET
REFLECTING THE COMPUTATION OF THE FINANCIAL COVENANTS SET FORTH IN ARTICLE VII
AS OF THE LAST DAY OF THE PERIOD COVERED BY SUCH FINANCIAL STATEMENTS;
(B)
WITHIN THIRTY (30) DAYS AFTER THE END OF EACH FISCAL YEAR,
BEGINNING WITH THE 2006 FISCAL YEAR, A CONSOLIDATED OPERATING BUDGET FOR THE
BORROWER AND ITS SUBSIDIARIES FOR THE SUCCEEDING FISCAL YEAR (PREPARED ON A
QUARTERLY BASIS), CONSISTING OF A CONSOLIDATED BALANCE SHEET AND CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS, TOGETHER WITH A CERTIFICATE ON BEHALF OF
THE BORROWER OF A FINANCIAL OFFICER OF THE BORROWER TO THE EFFECT THAT SUCH
BUDGET HAS BEEN PREPARED IN GOOD FAITH AND IS A REASONABLE ESTIMATE OF THE
FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS
SUBSIDIARIES FOR THE PERIOD COVERED THEREBY; AND AS SOON AS AVAILABLE FROM TIME
TO TIME THEREAFTER, ANY MODIFICATIONS OR REVISIONS TO OR RESTATEMENTS OF SUCH
BUDGET;
(C)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY "MANAGEMENT LETTER"
SUBMITTED TO THE BORROWER OR ANY OF ITS SUBSIDIARIES BY ITS CERTIFIED PUBLIC
ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL AUDIT, AND
PROMPTLY UPON COMPLETION THEREOF, ANY RESPONSE REPORTS FROM THE BORROWER OR ANY
SUCH SUBSIDIARY IN RESPECT THEREOF;
(D)
PROMPTLY UPON THE SENDING, FILING OR RECEIPT THEREOF, COPIES OF
(I) ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS THAT ANY
CREDIT PARTY SHALL MAKE AVAILABLE GENERALLY TO ITS SHAREHOLDERS, (II) ALL
REGULAR, PERIODIC AND SPECIAL REPORTS, REGISTRATION STATEMENTS AND PROSPECTUSES
(OTHER THAN ON FORM S-8) THAT ANY CREDIT PARTY SHALL RENDER TO OR FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION, THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. OR ANY NATIONAL SECURITIES EXCHANGE, AND (III) ALL PRESS RELEASES
AND OTHER STATEMENTS MADE AVAILABLE GENERALLY BY ANY CREDIT PARTY TO THE PUBLIC
CONCERNING MATERIAL DEVELOPMENTS IN THE BUSINESS OF THE CREDIT PARTIES;
80
(E)
PROMPTLY UPON (AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS
AFTER) ANY RESPONSIBLE OFFICER OF ANY CREDIT PARTY OBTAINING KNOWLEDGE THEREOF,
WRITTEN NOTICE OF ANY OF THE FOLLOWING:
(I)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, TOGETHER WITH
A WRITTEN STATEMENT ON BEHALF OF THE BORROWER OF A RESPONSIBLE OFFICER OF THE
BORROWER SPECIFYING THE NATURE OF SUCH DEFAULT OR EVENT OF DEFAULT, THE PERIOD
OF EXISTENCE THEREOF AND THE ACTION THAT THE BORROWER HAS TAKEN AND PROPOSES TO
TAKE WITH RESPECT THERETO;
(II)
THE INSTITUTION OR THREATENED INSTITUTION OF ANY ACTION, SUIT,
INVESTIGATION OR PROCEEDING AGAINST OR AFFECTING THE BORROWER OR ANY OTHER
CREDIT PARTY, INCLUDING ANY SUCH INVESTIGATION OR PROCEEDING BY ANY GOVERNMENTAL
AUTHORITY (OTHER THAN ROUTINE PERIODIC INQUIRIES, INVESTIGATIONS OR REVIEWS),
THAT WOULD, IF ADVERSELY DETERMINED, BE REASONABLY LIKELY, INDIVIDUALLY OR IN
THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT, AND ANY MATERIAL DEVELOPMENT
IN ANY LITIGATION OR OTHER PROCEEDING PREVIOUSLY REPORTED PURSUANT TO
SECTION 5.5 OR THIS SECTION 6.2(E)(II);
(III)
THE RECEIPT BY THE BORROWER OR ANY OTHER CREDIT PARTY FROM ANY
GOVERNMENTAL AUTHORITY OF (A) ANY