AT SUCH TIME AS AVAILABLE, BUT IN NO EVENT LATER THAN SIXTY (60) DAYS
AFTER THE END OF EACH FISCAL YEAR, PROJECTED CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATING FINANCIAL STATEMENTS (INCLUDING IN EACH CASE, FORECASTED
BALANCE SHEETS AND STATEMENTS OF INCOME AND LOSS, AND STATEMENTS OF CASH FLOW)
OF PARENT AND ITS SUBSIDIARIES FOR THE NEXT FISCAL YEAR, ALL IN REASONABLE
DETAIL, AND IN A FORMAT CONSISTENT WITH THE PROJECTIONS DELIVERED BY BORROWERS
TO ADMINISTRATIVE AGENT PRIOR TO THE EFFECTIVE DATE (OR OTHERWISE IN FORM
REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT), TOGETHER WITH SUCH SUPPORTING
INFORMATION AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
SUCH PROJECTED
FINANCIAL STATEMENTS SHALL BE PREPARED ON A MONTHLY BASIS FOR THE NEXT
SUCCEEDING YEAR. SUCH PROJECTIONS SHALL REPRESENT THE REASONABLE BEST ESTIMATE
BY BORROWERS AND GUARANTORS OF THE FUTURE FINANCIAL PERFORMANCE OF PARENT AND
ITS SUBSIDIARIES FOR THE PERIODS SET FORTH THEREIN AND SHALL HAVE BEEN PREPARED
ON THE BASIS OF THE ASSUMPTIONS SET FORTH THEREIN WHICH BORROWERS AND GUARANTORS
BELIEVE ARE FAIR AND REASONABLE AS OF THE DATE OF PREPARATION IN LIGHT OF
CURRENT AND REASONABLY FORESEEABLE BUSINESS CONDITIONS (IT BEING UNDERSTOOD THAT
ACTUAL RESULTS MAY DIFFER FROM THOSE SET FORTH IN SUCH PROJECTED FINANCIAL
STATEMENTS).
BORROWERS (OR LEAD BORROWER ON BEHALF OF BORROWERS) SHALL PROVIDE
TO ADMINISTRATIVE AGENT, AS ADMINISTRATIVE AGENT MAY REQUIRE, UPDATES WITH
RESPECT TO SUCH PROJECTIONS AT ANY TIME A DEFAULT OR EVENT OF DEFAULT EXISTS OR
HAS OCCURRED AND IS CONTINUING.
(B)
BORROWERS AND GUARANTORS SHALL PROMPTLY NOTIFY ADMINISTRATIVE AGENT IN
WRITING OF THE DETAILS OF (I) ANY LOSS, DAMAGE, INVESTIGATION, ACTION, SUIT,
PROCEEDING OR CLAIM RELATING TO COLLATERAL HAVING A VALUE OF MORE THAN
$10,000,000, OR WHICH IF ADVERSELY DETERMINED WOULD RESULT IN A MATERIAL ADVERSE
EFFECT, (II) ANY ORDER, JUDGMENT OR DECREE IN EXCESS OF $15,000,000 THAT SHALL
HAVE BEEN ENTERED AGAINST ANY BORROWER OR GUARANTOR ANY OF ITS OR THEIR
PROPERTIES OR ASSETS, (IV) ANY NOTIFICATION OF A MATERIAL VIOLATION OF LAWS OR
REGULATIONS RECEIVED BY ANY BORROWER OR GUARANTOR, (V) ANY ERISA EVENT, AND (VI)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
(C)
BORROWERS AND GUARANTORS SHALL PROMPTLY AFTER THE SENDING OR FILING
THEREOF FURNISH OR CAUSE TO BE FURNISHED TO ADMINISTRATIVE AGENT COPIES OF ALL
REPORTS WHICH PARENT SENDS TO ITS STOCKHOLDERS GENERALLY AND COPIES OF ALL
REPORTS AND REGISTRATION STATEMENTS WHICH ANY BORROWER OR GUARANTOR FILES WITH
THE SECURITIES AND EXCHANGE COMMISSION, ANY NATIONAL SECURITIES EXCHANGE OR THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
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(D)
BORROWERS AND GUARANTORS SHALL FURNISH OR CAUSE TO BE FURNISHED TO
ADMINISTRATIVE AGENT SUCH BUDGETS, FORECASTS, PROJECTIONS AND OTHER INFORMATION
RESPECTING THE COLLATERAL AND THE BUSINESS OF BORROWERS AND GUARANTORS, AS
ADMINISTRATIVE AGENT MAY, FROM TIME TO TIME, REASONABLY REQUEST.
SUBJECT TO THE
TERMS OF SECTION 13.5 HEREOF, ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO
DELIVER A COPY OF ANY FINANCIAL STATEMENT OR ANY OTHER INFORMATION RELATING TO
THE BUSINESS OF BORROWERS AND GUARANTORS TO ANY COURT OR OTHER GOVERNMENTAL
AUTHORITY OR TO ANY LENDER OR PARTICIPANT OR