FISCAL YEAR OF THE BORROWER, A COPY OF THE
ANNUAL AUDIT REPORT FOR SUCH YEAR FOR THE BORROWER AND ITS SUBSIDIARIES,
CONTAINING THE CONSOLIDATED BALANCE SHEET OF THE 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 AN OPINION OF KPMG LLP OR OTHER INDEPENDENT PUBLIC ACCOUNTANTS
ACCEPTABLE TO THE REQUIRED LENDERS THAT THE CONSOLIDATED FINANCIAL STATEMENTS
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION AND RESULTS OF
OPERATIONS AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES IN CONFORMITY
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (WITHOUT QUALIFICATION AS TO GOING
CONCERN OR SCOPE OF AUDIT), TOGETHER WITH A COMPLIANCE CERTIFICATE, PROVIDED
THAT IN THE EVENT OF ANY CHANGE IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES USED
IN THE PREPARATION OF SUCH FINANCIAL STATEMENTS, THE BORROWER SHALL ALSO
PROVIDE, IF NECESSARY FOR THE DETERMINATION OF COMPLIANCE WITH SECTION 5.03, A
STATEMENT OF RECONCILIATION CONFORMING SUCH FINANCIAL STATEMENTS TO GAAP;
(III)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN
TWO BUSINESS DAYS AFTER ANY RESPONSIBLE OFFICER OBTAINS KNOWLEDGE OF THE
OCCURRENCE OF ANY DEFAULT CONTINUING ON THE DATE OF SUCH STATEMENT, A STATEMENT
OF A RESPONSIBLE OFFICER SETTING FORTH DETAILS OF SUCH DEFAULT OR OTHER EVENT
AND THE ACTION THAT THE BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT
THERETO;
(IV)
PROMPTLY AFTER THE SENDING OR FILING THEREOF,
COPIES OF ALL QUARTERLY AND ANNUAL REPORTS AND PROXY SOLICITATIONS THAT THE
BORROWER SENDS TO ITS PUBLIC SECURITYHOLDERS, AND COPIES OF ALL REPORTS ON FORM
8-K THAT THE BORROWER OR ANY SUBSIDIARY FILES WITH THE SECURITIES AND EXCHANGE
COMMISSION;
(V)
PROMPTLY AFTER, AND IN ANY EVENT WITHIN TWO
BUSINESS DAYS AFTER A SPECIFIED OFFICER OBTAINS KNOWLEDGE OF, THE COMMENCEMENT
THEREOF, NOTICE OF ALL ACTIONS AND PROCEEDINGS BEFORE ANY COURT, GOVERNMENTAL
AGENCY OR ARBITRATOR AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES OF THE
TYPE DESCRIBED IN SECTION 4.01(F); AND
28
(VI)
SUCH OTHER INFORMATION RESPECTING THE BORROWER
OR ANY OF ITS SUBSIDIARIES AS ANY LENDER THROUGH THE AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST.
SECTION 5.02.
Negative Covenants
So long as any Advance shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will not:
(A)
LIENS, ETC.
CREATE OR SUFFER TO EXIST, OR
PERMIT ANY OF ITS SUBSIDIARIES TO CREATE OR SUFFER TO EXIST, ANY LIEN ON OR WITH
RESPECT TO ANY OF ITS PROPERTIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR
ASSIGN, OR PERMIT ANY OF ITS SUBSIDIARIES TO ASSIGN, ANY RIGHT TO RECEIVE INCOME
(EXCEPT BY A SUBSIDIARY IN FAVOR OF THE BORROWER OR ANY OF ITS SUBSIDIARIES),
OTHER THAN:
(I)
PERMITTED LIENS,
(II)
PURCHASE MONEY LIENS (INCLUDING CAPITAL
LEASES) UPON OR IN ANY REAL OR PERSONAL PROPERTY (TANGIBLE OR INTANGIBLE)
ACQUIRED OR HELD BY THE BORROWER OR ANY SUBSIDIARY TO SECURE THE PURCHASE PRICE
OF SUCH PROPERTY OR TO SECURE DEBT INCURRED SOLELY FOR THE PURPOSE OF FINANCING