OBTAINED KNOWLEDGE OF A DEFAULT
OR EVENT OF DEFAULT, SUCH COMPLIANCE CERTIFICATE SHALL STATE WHAT EFFORTS THE
BORROWER IS MAKING TO CURE SUCH DEFAULT OR EVENT OF DEFAULT; AND
(III)
THE FINANCIAL STATEMENTS REFERRED TO IN SUBSECTIONS 5.1(A) AND
5.1(B), SUFFICIENT FINANCIAL INFORMATION TO PERMIT THE LENDERS TO CALCULATE
MODIFIED EBITDA, INCLUDING WITH RESPECT TO ANY PERSON WHO HAS (OR WHOSE ASSETS
HAVE) BEEN ACQUIRED IN A PERMITTED ACQUISITION AND WHO IS (OR WHOSE ASSETS HAVE
BEEN) OWNED FOR LESS THAN FOUR (4) FULL FISCAL QUARTERS, CALCULATIONS ON A
QUARTERLY BASIS OF THE EBITDA ATTRIBUTABLE TO SUCH PERSON (OR SUCH ASSETS) FOR
THE APPLICABLE PERIOD PRIOR TO SUCH ACQUISITION.
(D)
ANY REPORTS, INCLUDING MANAGEMENT LETTERS, PROMPTLY AFTER THEIR
SUBMITTAL TO THE PARENT BY ITS INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY
ANNUAL, INTERIM OR SPECIAL AUDIT;
(E)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY FROM TIME TO TIME REASONABLY REQUEST;
(F)
PROMPTLY AFTER THE SAME ARE AVAILABLE, QUARTERLY ACCOUNT
STATEMENTS WITH RESPECT TO EACH UNRESTRICTED INVESTMENT ACCOUNT DEMONSTRATING
THE AMOUNT OF CASH AND/OR CASH EQUIVALENTS MAINTAINED IN SUCH UNRESTRICTED
INVESTMENT ACCOUNTS BY THE PARENT AND/OR ITS SUBSIDIARIES DURING SUCH QUARTER,
TOGETHER WITH DOCUMENTATION IN SUFFICIENT DETAIL, INCLUDING SUMMARY SHEETS, TO
PERMIT THE ADMINISTRATIVE AGENT TO CONFIRM ANY DEDUCTION BY ANY LOAN PARTY FROM
TOTAL NET DEBT ON ACCOUNT OF CASH AND CASH EQUIVALENTS MAINTAINED IN
UNRESTRICTED INVESTMENT ACCOUNTS;
(G)
PROMPTLY FOLLOWING THE EXECUTION THEREOF, A COPY OF ANY LETTER OF
INTENT EXECUTED BY THE BORROWER OR ANY OTHER LOAN PARTY IN RESPECT OF A PROPOSED
ACQUISITION FOR WHICH THE PROPOSED CONSIDERATION IS $10,000,000 OR MORE;
56
(H)
ANY REPORTS, NOTICES OR PROXY STATEMENTS GENERALLY DISTRIBUTED BY
THE PARENT TO ITS STOCKHOLDERS ON A DATE NO LATER THAN THE DATE SUPPLIED TO SUCH
STOCKHOLDERS;
(I)
SIMULTANEOUSLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REQUIRED UNDER SUBSECTION 5.1(A), BUT IN ANY EVENT ON OR BEFORE NINETY (90) DAYS
AFTER THE END OF EACH FISCAL YEAR, (I) A BUDGET FOR THE CURRENT FISCAL YEAR
(AND, IF AVAILABLE, FOR THE NEXT FISCAL YEAR) APPROVED BY THE BOARD OF DIRECTORS
OF THE PARENT (EACH A "BUDGET"), AND COPIES OF ANY UPDATES TO SUCH BUDGET
PREPARED BY OR FOR ANY LOAN PARTY AND (II) PROJECTIONS THROUGH THE LATER OF THE
REVOLVING CREDIT TERMINATION DATE AND THE TERM LOAN MATURITY DATE; AND PROMPTLY
UPON REQUEST, SUCH ADDITIONAL OR UPDATED BUDGETS, PROJECTIONS, REPORTS
(INCLUDING INVENTORY REPORTS) AND OTHER INFORMATION REGARDING THE OPERATIONS,
BUSINESS AFFAIRS AND FINANCIAL CONDITION OF THE BORROWER AND THE OTHER LOAN
PARTIES AS THE REQUIRED LENDERS MAY, FROM TIME TO TIME, REASONABLY REQUEST;
(J)
AS SOON AS POSSIBLE, BUT IN ANY EVENT NOT LATER THAN THIRTY (30)
DAYS AFTER THE CLOSING DATE, A REPORT BY PARENTE RANDOLPH CONFIRMING THE
ACHIEVEMENT OF PERSONNEL RELATED COST SAVINGS OF AT LEAST $6,600,000 IN
CONNECTION WITH THE BRASSRING ACQUISITION; AND
(K)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC, OTHER REPORTS, PROXY STATEMENTS OR OTHER MATERIALS FILED BY