DEBT ISSUANCES PERMITTED UNDER SECTION 7.01) AND
EQUITY ISSUANCES (OTHER THAN EXCLUDED EQUITY ISSUANCES) AND EXTRAORDINARY
RECEIPTS THAT WERE MADE OR RECEIVED SINCE THE END OF THE PREVIOUS FISCAL
QUARTER.
(C)
AUDITOR'S REPORTS.
PROMPTLY UPON RECEIPT THEREOF, A COPY OF ANY
FINAL DETAILED AUDIT REPORTS, MANAGEMENT LETTERS OR RECOMMENDATIONS SUBMITTED TO
THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS) OF ANY
GROUP COMPANY BY INDEPENDENT ACCOUNTANTS IN CONNECTION WITH THE ACCOUNTS OR
BOOKS OF ANY GROUP COMPANY, OR ANY AUDIT OF ANY OF THEM.
(D)
SEC REPORTS.
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF
EACH ANNUAL REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR
COMMUNICATION SENT TO ANY HOLDER OF REGISTERED SECURITIES OF ANY GROUP COMPANY,
AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION
STATEMENTS WHICH ANY GROUP COMPANY MAY FILE OR BE REQUIRED TO FILE WITH THE SEC
UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT, AND NOT OTHERWISE REQUIRED TO BE
DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT HERETO.
(E)
ANNUAL BUSINESS PLAN AND BUDGETS.
AT LEAST 30 DAYS AFTER THE END
OF EACH FISCAL YEAR OF THE COMPANY, BEGINNING WITH THE FISCAL YEAR ENDING
DECEMBER 31, 2004 A BUSINESS PLAN AND BUDGET OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES CONTAINING, AMONG OTHER THINGS, PROJECTED FINANCIAL STATEMENTS ON A
QUARTERLY BASIS FOR THE NEXT FISCAL YEAR AND ON AN ANNUAL BASIS FOR EACH OF THE
IMMEDIATELY SUCCEEDING FOUR FISCAL YEARS.
(F)
EXCESS CASH FLOW.
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL
YEAR OF THE COMPANY ENDING AFTER THE CLOSING DATE, COMMENCING WITH THE FISCAL
YEAR ENDING ON OR ABOUT DECEMBER 31, 2005, A CERTIFICATE OF THE CHIEF FINANCIAL
OFFICER OF THE COMPANY CONTAINING INFORMATION REGARDING THE CALCULATION OF
EXCESS CASH FLOW FOR SUCH FISCAL YEAR.
(G)
ERISA REPORTS.
PROMPTLY AFTER THE SAME ARE AVAILABLE, (OR, WITH
RESPECT TO MULTIEMPLOYER PLANS, BECOME AVAILABLE TO THE COMPANY) THE MOST
RECENTLY PREPARED ACTUARIAL REPORTS IN RELATION TO THE EMPLOYEE BENEFIT
ARRANGEMENTS FOR THE TIME BEING OPERATED BY GROUP COMPANIES WHICH ARE PREPARED
IN ORDER TO COMPLY WITH THE THEN CURRENT STATUTORY OR AUDITING REQUIREMENTS
WITHIN THE RELEVANT JURISDICTION.
IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE
COMPANY WILL PROMPTLY INSTRUCT AN ACTUARY TO PREPARE SUCH ACTUARIAL REPORTS AND
DELIVER THOSE TO THE ADMINISTRATIVE AGENT, IF THE ADMINISTRATIVE AGENT HAS
REASONABLE GROUNDS FOR BELIEVING THAT ANY RELEVANT STATUTORY OR AUDITING
REQUIREMENT WITHIN THE RELEVANT JURISDICTION IS NOT BEING COMPLIED WITH.
PROMPTLY UPON REQUEST, THE COMPANY SHALL ALSO FURNISH THE ADMINISTRATIVE AGENT
AND THE LENDERS WITH SUCH ADDITIONAL INFORMATION CONCERNING ANY PLAN AS MAY BE
REASONABLY REQUESTED, INCLUDING COPIES OF EACH ANNUAL REPORT/RETURN (FORM 5500
SERIES), AS WELL AS ALL SCHEDULES AND ATTACHMENTS THERETO REQUIRED TO BE FILED
WITH THE DEPARTMENT OF LABOR AND/OR THE INTERNAL REVENUE SERVICE PURSUANT TO
ERISA AND THE CODE, RESPECTIVELY, FOR EACH "PLAN YEAR" (WITHIN THE MEANING OF
SECTION 3(39) OF ERISA).
(H)
ADDITIONAL PATENTS, TRADEMARKS AND COPYRIGHTS.
AT THE TIME OF
DELIVERY OF THE FINANCIAL