EACH FINANCIAL STATEMENT, REPORT, NOTICE OR
DEFINITIVE PROXY STATEMENTS SENT BY U.S. BORROWER TO SHAREHOLDERS GENERALLY AND
EACH REGULAR OR PERIODIC REPORT AND EACH REGISTRATION STATEMENT, PROSPECTUS OR
WRITTEN COMMUNICATION (OTHER THAN TRANSMITTAL LETTERS) IN RESPECT THEREOF FILED
BY U.S. BORROWER WITH, OR RECEIVED BY U.S. BORROWER IN CONNECTION THEREWITH
FROM, ANY SECURITIES EXCHANGE OR THE SECURITIES AND EXCHANGE COMMISSION OR ANY
SUCCESSOR AGENCY;
(G) AT ANY TIME UPON THE REQUEST OF U.S. AGENT FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT WHICH
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IS CONTINUING, A REPORT OF AN INDEPENDENT COLLATERAL FIELD EXAMINER APPROVED BY
U.S. AGENT IN WRITING AND REASONABLY ACCEPTABLE TO THE APPLICABLE BORROWER
(WHICH MAY BE, OR BE AFFILIATED WITH, ANY AGENT OR ONE OF THE LENDERS) WITH
RESPECT TO THE ACCOUNTS OF BORROWERS AND THEIR MATERIAL SUBSIDIARIES (PROVIDED,
HOWEVER, THAT U.S. AGENT SHALL NOT REQUIRE SUCH A REPORT MORE THAN ONCE PER
CALENDAR QUARTER), AND (H) SUCH OTHER INFORMATION RELATING TO THE CONDITION
(FINANCIAL OR OTHERWISE), OPERATIONS, PROSPECTS OR BUSINESS OF ANY OBLIGOR AS
FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY ANY AGENT OR ANY LENDER. EACH
DELIVERY OF A FINANCIAL STATEMENT PURSUANT TO THIS SECTION 7.2 SHALL CONSTITUTE
A RESTATEMENT OF THE REPRESENTATIONS CONTAINED IN THE LAST TWO SENTENCES OF
SECTION 6.2 WITH RESPECT TO SUCH FURNISHED FINANCIAL STATEMENTS.
7.3
FINANCIAL TESTS.
HAVE AND MAINTAIN:
(A)
CAPITALIZATION RATIO - A CAPITALIZATION
RATIO OF NOT GREATER THAN 40% AT ALL TIMES.
THE CAPITALIZATION RATIO SHALL BE
CALCULATED AND TESTED QUARTERLY AS OF THE LAST DAY OF EACH FISCAL QUARTER OF
U.S. BORROWER.
(B)
LEVERAGE RATIO - A LEVERAGE RATIO OF NOT
GREATER THAN (1) 2.75 TO 1.00 AT ALL TIMES DURING THE PERIOD COMMENCING ON THE
DATE HEREOF THROUGH AND INCLUDING OCTOBER 31, 2006 AND (2) 2.50 TO 1.00 AT ALL
TIMES THEREAFTER.
THE LEVERAGE RATIO SHALL BE CALCULATED AND TESTED QUARTERLY
AS OF THE LAST DAY OF EACH FISCAL QUARTER OF U.S. BORROWER.
(C)
INTEREST COVERAGE RATIO - AN INTEREST
CHARGE COVERAGE RATIO OF NOT LESS THAN 3.00 TO 1.00 AT ALL TIMES.
THE INTEREST
COVERAGE RATIO SHALL BE CALCULATED AND TESTED QUARTERLY AS OF THE LAST DAY OF
EACH FISCAL QUARTER OF U.S. BORROWER.
7.4
INSPECTION.
PERMIT EACH APPLICABLE AGENT
FROM TIME TO TIME AT ANY REASONABLE TIME UPON REASONABLE PRIOR NOTICE AND DURING
NORMAL BUSINESS HOURS TO INSPECT ITS PROPERTY IN A MANNER CONSISTENT WITH
APPLICABLE SAFETY REQUIREMENTS AND POLICIES OF INSURANCE, TO EXAMINE ITS FILES,
BOOKS AND RECORDS, EXCEPT CLASSIFIED GOVERNMENTAL MATERIAL, LEGALLY PRIVILEGED
MATERIAL AND MATERIAL SUBJECT TO A CONFIDENTIALITY OBLIGATION, AND MAKE AND TAKE
AWAY COPIES THEREOF, AND TO DISCUSS ITS AFFAIRS WITH ITS OFFICERS AND
ACCOUNTANTS, ALL DURING NORMAL BUSINESS HOURS AND AT SUCH INTERVALS AND TO SUCH
EXTENT AS ANY SUCH APPLICABLE AGENT MAY REASONABLY DESIRE; PROVIDED THAT SUCH
INSPECTION DOES NOT UNREASONABLY INTERFERE WITH SUCH OBLIGOR'S OPERATIONS.
7.5
FURTHER ASSURANCES.
PROMPTLY EXECUTE AND
DELIVER, AT THE EXPENSE OF THE APPLICABLE BORROWER, ANY AND ALL OTHER AND
FURTHER INSTRUMENTS WHICH MAY BE REASONABLY REQUESTED