BORROWER AND ITS SUBSIDIARIES AS OF THE END OF SUCH FISCAL YEAR AND
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF THE BORROWER AND ITS
SUBSIDIARIES FOR SUCH FISCAL YEAR, IN EACH CASE ACCOMPANIED BY (A) AN OPINION OF
INDEPENDENT PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND (B) A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE BORROWER 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 THE BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH
RESPECT THERETO, TOGETHER WITH A SCHEDULE IN FORM REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT OF THE COMPUTATIONS USED IN DETERMINING, AS OF THE END OF
SUCH FISCAL YEAR, COMPLIANCE WITH THE COVENANTS CONTAINED IN
SECTIONS 5.02(K) AND 5.04; PROVIDED THAT, IN THE EVENT OF ANY CHANGE IN GAAP
USED IN THE PREPARATION OF SUCH FINANCIAL STATEMENTS, THE BORROWER SHALL ALSO
PROVIDE, IF NECESSARY FOR THE DETERMINATION OF COMPLIANCE WITH
SECTION 5.02(K) AND 5.04, A STATEMENT OF RECONCILIATION CONFORMING SUCH
FINANCIAL STATEMENTS TO GAAP; PROVIDED FURTHER THAT IN THE EVENT THE BORROWER'S
ACCOUNTANTS HAVE NOT YET COMPLETED THE PROCEDURES REQUIRED TO ISSUE AN OPINION
AT THE TIME DELIVERY OF SUCH OPINION WOULD BE REQUIRED UNDER PRECEDING
CLAUSE (A), THE REQUIREMENT TO DELIVER THE ANNUAL AUDIT REPORT (AND THE
AFOREMENTIONED FINANCIAL STATEMENTS) AT SUCH TIME SHALL BE DEEMED SATISFIED BY
DELIVERY AT SUCH TIME OF A COMPLETE DRAFT OF THE BORROWER'S FORM 10-K AND
DELIVERY OF SUCH OPINION NOT LATER THAN 120 DAYS FOLLOWING THE END OF SUCH
FISCAL YEAR.
(E)
BUDGET VARIANCE REPORT.
NO LATER THAN THE LAST BUSINESS DAY OF
EACH CALENDAR WEEK (COMMENCING WITH THE CALENDAR WEEK STARTING IMMEDIATELY AFTER
THE EFFECTIVE DATE), A BUDGET VARIANCE REPORT AS OF THE END OF THE IMMEDIATELY
PRECEDING CALENDAR WEEK.
(F)
DIP BUDGET SUPPLEMENT.
NO LATER THAN THE LAST BUSINESS DAY OF
EACH CALENDAR MONTH, AND ON ANY OTHER DATE ON WHICH THE BORROWER MAY DELIVER THE
SAME TO THE BANKRUPTCY COURT, A SUPPLEMENT TO THE DIP BUDGET SETTING FORTH ON A
WEEKLY BASIS FOR THE NEXT THIRTEEN WEEKS (COMMENCING WITH THE IMMEDIATELY
SUCCEEDING CALENDAR WEEK) AN UPDATED FORECAST OF THE INFORMATION CONTAINED IN
THE DIP BUDGET FOR SUCH PERIOD AND A WRITTEN SET OF SUPPORTING ASSUMPTIONS, ALL
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(G)
ERISA EVENTS AND ERISA REPORTS.
PROMPTLY AND IN ANY EVENT WITHIN
10 BUSINESS DAYS AFTER ANY LOAN PARTY OR ANY ERISA AFFILIATE KNOWS OR HAS REASON
TO KNOW THAT ANY ERISA EVENT HAS OCCURRED WITH RESPECT TO AN ERISA PLAN, A
STATEMENT OF A RESPONSIBLE OFFICER OF THE BORROWER DESCRIBING SUCH ERISA EVENT
AND THE ACTION, IF ANY, THAT SUCH LOAN PARTY OR SUCH ERISA AFFILIATE HAS TAKEN
AND PROPOSES TO TAKE WITH RESPECT THERETO, ON THE DATE ANY RECORDS, DOCUMENTS OR
OTHER INFORMATION MUST BE FURNISHED TO THE PBGC WITH RESPECT TO ANY ERISA PLAN
PURSUANT TO SECTION 4010 OF ERISA,