Restricted Subsidiaries to make, any
additional Capital Expenditures, except that such additional Capital
Expenditures may be made using the proceeds from cash equity contributions by
the Investor Group to the U.S. Borrower.
(K)
NEGATIVE PLEDGE.
ENTER INTO OR SUFFER TO EXIST, OR PERMIT ANY OF
ITS RESTRICTED SUBSIDIARIES TO ENTER INTO OR SUFFER TO EXIST, ANY AGREEMENT
PROHIBITING OR CONDITIONING THE CREATION OR ASSUMPTION OF ANY LIEN UPON ANY OF
ITS PROPERTY OR ASSETS OTHER THAN (I) IN FAVOR OF THE SECURED PARTIES OR (II) IN
CONNECTION WITH (A) ANY SURVIVING DEBT OR (B) ANY DEBT PERMITTED BY SECTION
5.02(B)(I)(A), OR (III) CUSTOMARY RESTRICTIONS IN SUBORDINATED DEBT DOCUMENTS
REQUIRING EQUAL AND RATABLE LIENS IF OTHER SUBORDINATED DEBT IS SECURED.
SECTION 5.03.
Reporting Requirements.
So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, each Borrower will furnish to the Lender Parties:
(A)
DEFAULT OR LITIGATION NOTICE.
PROMPTLY UPON ANY RESPONSIBLE
OFFICER OF EITHER BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OBTAINING
KNOWLEDGE THEREOF, NOTICE OF (I) THE OCCURRENCE OF ANY EVENT THAT CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT, WHICH NOTICE SHALL SPECIFY THE NATURE THEREOF,
THE PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE APPROPRIATE BORROWER
PROPOSES TO TAKE WITH RESPECT THERETO, AND (II) ANY LITIGATION OR GOVERNMENTAL
PROCEEDING PENDING AGAINST EITHER BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(B)
QUARTERLY FINANCIALS.
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 45 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH
FISCAL YEAR, A CONSOLIDATED BALANCE SHEET OF THE U.S. BORROWER AND ITS
SUBSIDIARIES AND, IF THE U.S. BORROWER HAS ANY UNRESTRICTED SUBSIDIARIES, THE
U.S. BORROWER AND ITS RESTRICTED SUBSIDIARIES, IN EACH CASE AS OF THE END OF
SUCH FISCAL QUARTER AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH
FLOW FOR THE PERIOD COMMENCING AT THE END OF THE PREVIOUS FISCAL QUARTER AND
ENDING WITH THE END OF SUCH FISCAL QUARTER AND FOR THE PERIOD COMMENCING AT THE
END OF THE PREVIOUS FISCAL YEAR AND ENDING WITH THE END OF SUCH FISCAL QUARTER,
SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE
CORRESPONDING PERIOD OF (A) THE PRECEDING FISCAL YEAR, AND (B) THE APPLICABLE
ANNUAL FORECAST DELIVERED PURSUANT TO SECTION 5.03(D), ALL IN REASONABLE DETAIL
AND DULY CERTIFIED (SUBJECT TO YEAR-END AUDIT ADJUSTMENTS) BY THE CHIEF
FINANCIAL OFFICER OF SUCH BORROWER AS HAVING
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BEEN PREPARED IN ACCORDANCE WITH GAAP, TOGETHER WITH (I) A CERTIFICATE OF SAID
OFFICER STATING THAT NO DEFAULT HAS OCCURRED AND IS CONTINUING OR, IF A DEFAULT
HAS OCCURRED AND IS CONTINUING, A STATEMENT AS TO THE NATURE THEREOF AND THE
ACTION THAT SUCH BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO,
(II) A SCHEDULE IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT OF THE
COMPUTATIONS USED BY THE U.S. BORROWER IN DETERMINING COMPLIANCE WITH THE