EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(D)
FINANCIAL OFFICER'S CERTIFICATE.
(I) CONCURRENTLY WITH ANY
DELIVERY OF FINANCIAL STATEMENTS UNDER SECTION 5.01(A) OR (B), A COMPLIANCE
CERTIFICATE (A) CERTIFYING THAT NO DEFAULT HAS OCCURRED OR, IF SUCH A DEFAULT
HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY CORRECTIVE ACTION
TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (B) BEGINNING WITH THE FIRST
FISCAL QUARTER OF THE 2006 FISCAL YEAR, SETTING FORTH COMPUTATIONS IN REASONABLE
DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENTS DEMONSTRATING COMPLIANCE WITH
THE COVENANTS CONTAINED IN SECTION 6.10 (INCLUDING THE AGGREGATE AMOUNT OF
EXCLUDED ISSUANCES FOR SUCH PERIOD AND THE USES THEREFOR) AND (C) SHOWING A
RECONCILIATION OF CONSOLIDATED CASH FLOW TO THE NET INCOME SET FORTH ON THE
STATEMENT OF INCOME; AND (II) CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER SECTION 5.01(A) ABOVE, BEGINNING WITH THE FISCAL YEAR ENDING
DECEMBER 31, 2006, A REPORT OF THE ACCOUNTING FIRM OPINING ON OR CERTIFYING SUCH
FINANCIAL STATEMENTS STATING THAT IN THE COURSE OF ITS REGULAR AUDIT OF THE
FINANCIAL STATEMENTS OF HOLDINGS AND ITS SUBSIDIARIES, WHICH AUDIT WAS CONDUCTED
IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS, SUCH ACCOUNTING FIRM
OBTAINED NO KNOWLEDGE THAT ANY DEFAULT INSOFAR AS IT RELATES TO FINANCIAL OR
ACCOUNTING MATTERS HAS OCCURRED OR, IF IN THE OPINION OF SUCH ACCOUNTING FIRM
SUCH A DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF;
(E)
FINANCIAL OFFICER'S CERTIFICATE REGARDING COLLATERAL.
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER SECTION 5.01(A), A
CERTIFICATE OF A FINANCIAL OFFICER SETTING FORTH THE INFORMATION REQUIRED
PURSUANT TO THE PERFECTION CERTIFICATE SUPPLEMENT OR CONFIRMING THAT THERE HAS
BEEN NO CHANGE IN SUCH INFORMATION SINCE THE DATE OF THE PERFECTION CERTIFICATE
OR LATEST PERFECTION CERTIFICATE SUPPLEMENT;
(F)
PUBLIC REPORTS.
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, COPIES OF ALL PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER
MATERIALS FILED BY ANY COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION, THE
ONTARIO SECURITIES COMMISSION OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR
ALL OF THE FUNCTIONS OF ANY SAID COMMISSION, OR WITH ANY NATIONAL OR OTHER
SECURITIES EXCHANGE OR SECURITIES COMMISSION, OR DISTRIBUTED TO HOLDERS OF ITS
INDEBTEDNESS PURSUANT TO THE TERMS OF THE DOCUMENTATION GOVERNING SUCH
INDEBTEDNESS (OR ANY TRUSTEE, AGENT OR OTHER REPRESENTATIVE THEREFOR), AS THE
CASE MAY BE;
(G)
MANAGEMENT LETTERS.
PROMPTLY AFTER THE RECEIPT THEREOF BY ANY
COMPANY, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY ANY SUCH PERSON FROM ITS
CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT'S RESPONSES THERETO;
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(H)
BUDGETS.
WITHIN 30 DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR,
A BUDGET FOR HOLDINGS IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENTS, BUT TO INCLUDE BALANCE SHEETS, STATEMENTS OF INCOME AND SOURCES AND USES
OF CASH, FOR (I) EACH MONTH OF SUCH FISCAL YEAR PREPARED IN DETAIL, INCLUDING
LINE ITEMS FOR BUDGETED BORROWING BASE LEVELS AND UTILIZATION OF REVOLVING LOANS
AND (II) EACH FISCAL YEAR THEREAFTER, THROUGH AND INCLUDING THE FISCAL YEAR IN
WHICH THE FINAL MATURITY DATE OCCURS, PREPARED IN