COMPLIANCE WITH, SECTIONS 7.07 (TO THE EXTENT APPLICABLE) OR 6.14, CONFORMING
SUCH CONSOLIDATED FINANCIAL STATEMENTS TO GAAP; AND
(V)
COMMENCING UPON THE OCCURRENCE OF THE
HOLDING COMPANY EVENT, SETTING FORTH A SCHEDULE IN REASONABLE DETAIL OF THE
COMPUTATIONS USED BY HOLDINGS IN DETERMINING COMPLIANCE WITH THE PROVISIONS IN
SECTION 7.02(C)(II).
105
(E)
FORECASTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT AT LEAST 30 DAYS AFTER THE FIRST DAY OF EACH FISCAL YEAR, COMMENCING WITH
THE FISCAL YEAR ENDING DECEMBER 31, 2004, CONSOLIDATED FORECASTS PREPARED BY
MANAGEMENT OF THE BORROWER OF BALANCE SHEETS AND STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS ON A QUARTERLY BASIS FOR SUCH FISCAL YEAR IN
A FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND SETTING FORTH IN
COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE IMMEDIATELY PRECEDING FISCAL
YEAR.
(F)
SCHEDULE UPDATES.
TOGETHER WITH EACH
COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO SECTION 6.13(D), AMENDMENTS AND
SUPPLEMENTS TO SCHEDULE 5.19 TO THIS AGREEMENT, SCHEDULES V AND VII TO EACH
SECURITY AGREEMENT AND SUCH OTHER SCHEDULES TO ANY OF THE LOAN DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, IN EACH CASE SO AS TO ENSURE
THAT, AT THE TIME OF THE DELIVERY OF SUCH AMENDMENTS AND SUPPLEMENTS, SUCH
SCHEDULES ARE ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS TO THE SUBJECT
MATTER THEREOF.
(G)
ACCOUNTANTS' LETTERS, ETC.
PROMPTLY UPON
RECEIPT THEREOF, COPIES OF ALL FINAL "MANAGEMENT RECOMMENDATION LETTERS"
SUBMITTED TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES BY ANY INDEPENDENT
AUDITORS OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH EACH
ANNUAL AUDIT OF ITS CONSOLIDATED FINANCIAL STATEMENTS MADE BY SUCH AUDITORS.
(H)
LICENSES, ETC.
PROMPTLY AND IN ANY EVENT
WITHIN FIVE BUSINESS DAYS AFTER RECEIPT THEREOF, NOTICE OF ANY ACTUAL, PENDING
OR THREATENED SUSPENSION, TERMINATION OR REVOCATION OF ANY OF THE GOVERNMENTAL
AUTHORIZATIONS OF ANY OF THE LOAN PARTIES OR ANY OF THEIR SUBSIDIARIES, OR ANY
ENJOINMENT, BARRING OR SUSPENSION OF THE ABILITY OF THE OR ANY SUCH LOAN PARTY
OR SUBSIDIARY TO CONDUCT ANY OF ITS BUSINESSES IN THE ORDINARY COURSE, IN EACH
CASE, THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(I)
LITIGATION.
PROMPTLY AND IN ANY EVENT
WITHIN FIVE BUSINESS DAYS AFTER THE SERVICE UPON ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES OF A PLEADING, SUMMONS OR OTHER SERVICE OF PROCESS NOTIFYING IT OF
THE COMMENCEMENT THEREOF, NOTICE OF ALL ACTIONS, SUITS, INVESTIGATIONS,
LITIGATION, ARBITRATIONS AND PROCEEDINGS AGAINST OR AFFECTING SUCH LOAN PARTY OR
ANY OF ITS SUBSIDIARIES OR ANY OF THE PROPERTY OR ASSETS THEREOF IN ANY COURT OR
BEFORE ANY ARBITRATOR OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY OF ANY KIND IN
WHICH THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE DETERMINATION AND THAT,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; AND PROMPTLY AFTER THE OCCURRENCE THEREOF, NOTICE OF
ANY ADVERSE CHANGE IN THE STATUS, OR IN THE REASONABLY ANTICIPATED FINANCIAL
EFFECT ON SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OF ANY