(SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES) (IT BEING UNDERSTOOD THAT THE DELIVERY BY THE BORROWERS OF
QUARTERLY REPORTS ON FORM 10-Q OF THE BORROWERS AND THEIR CONSOLIDATED
SUBSIDIARIES SHALL SATISFY THE REQUIREMENTS OF THIS SECTION 5.04(B) TO THE
EXTENT SUCH QUARTERLY REPORTS INCLUDE THE INFORMATION SPECIFIED HEREIN);
93
(C)
(X) CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
PARAGRAPHS (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE
BORROWERS (I) CERTIFYING THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED OR, IF
SUCH AN EVENT OF DEFAULT OR DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND
EXTENT THEREOF AND ANY CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH
RESPECT THERETO, (II) COMMENCING WITH THE FISCAL PERIOD ENDING DECEMBER 31,
2006, SETTING FORTH COMPUTATIONS IN REASONABLE DETAIL SATISFACTORY TO THE
ADMINISTRATIVE AGENT DEMONSTRATING COMPLIANCE WITH THE FINANCIAL PERFORMANCE
COVENANT, (III) SETTING FORTH THE CALCULATION AND USES OF THE CUMULATIVE CREDIT
FOR THE FISCAL PERIOD THEN ENDED IF THE BORROWERS SHALL HAVE USED THE CUMULATIVE
CREDIT FOR ANY PURPOSE DURING SUCH FISCAL PERIOD, AND (IV) CERTIFYING A LIST OF
NAMES OF ALL IMMATERIAL SUBSIDIARIES, THAT EACH SUBSIDIARY SET FORTH ON SUCH
LIST INDIVIDUALLY QUALIFIES AS AN IMMATERIAL SUBSIDIARY AND THAT ALL SUCH
SUBSIDIARIES IN THE AGGREGATE (TOGETHER WITH ALL UNRESTRICTED SUBSIDIARIES) DO
NOT EXCEED THE LIMITATION SET FORTH IN CLAUSE (B) OF THE DEFINITION OF THE TERM
"IMMATERIAL SUBSIDIARY", AND (Y) CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER PARAGRAPH (A) ABOVE, IF THE ACCOUNTING FIRM IS NOT RESTRICTED
FROM PROVIDING SUCH A CERTIFICATE BY THE POLICIES OF ITS NATIONAL OFFICE, A
CERTIFICATE OF THE ACCOUNTING FIRM OPINING ON OR CERTIFYING SUCH STATEMENTS
STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR EXAMINATION
OF SUCH STATEMENTS OF ANY DEFAULT OR EVENT OF DEFAULT (WHICH CERTIFICATE MAY BE
LIMITED TO ACCOUNTING MATTERS AND DISCLAIM RESPONSIBILITY FOR LEGAL
INTERPRETATIONS);
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER PUBLICLY AVAILABLE REPORTS, PROXY STATEMENTS AND, TO THE
EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT, OTHER MATERIALS FILED BY HOLDINGS
(PRIOR TO A QUALIFIED IPO), THE BORROWERS OR ANY OF THE SUBSIDIARIES WITH THE
SEC, OR AFTER AN INITIAL PUBLIC OFFERING, DISTRIBUTED TO ITS STOCKHOLDERS
GENERALLY, AS APPLICABLE; PROVIDED, HOWEVER, THAT SUCH REPORTS, PROXY
STATEMENTS, FILINGS AND OTHER MATERIALS REQUIRED TO BE DELIVERED PURSUANT TO
THIS CLAUSE (D) SHALL BE DEEMED DELIVERED FOR PURPOSES OF THIS AGREEMENT WHEN
POSTED TO THE WEBSITE OF THE BORROWER;
(E)
WITHIN 90 DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR, A
REASONABLY DETAILED CONSOLIDATED QUARTERLY BUDGET FOR SUCH FISCAL YEAR
(INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET OF THE BORROWERS AND THEIR
SUBSIDIARIES AS OF THE END OF THE FOLLOWING FISCAL YEAR, AND THE RELATED
CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW AND PROJECTED INCOME), INCLUDING
A DESCRIPTION OF UNDERLYING ASSUMPTIONS WITH RESPECT THERETO (COLLECTIVELY, THE
"BUDGET"), WHICH BUDGET SHALL IN EACH CASE BE ACCOMPANIED BY THE STATEMENT OF A
FINANCIAL OFFICER OF THE BORROWERS TO THE EFFECT