AND PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION AND CONSOLIDATED RESULTS
OF OPERATIONS AND CASH FLOWS OF PARENT HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO CHANGES
RESULTING FROM NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES
REQUIRED BY GAAP.
89
As to any information contained in materials furnished pursuant to Section
6.02(d), the Borrower shall not be separately required to furnish such
information under Section 6.01(a) or (b), but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in Section 6.01(a) or (b) at the times specified therein.
SECTION 6.02
CERTIFICATES; OTHER INFORMATION.
THE BORROWER WILL FURNISH, OR
CAUSE TO BE FURNISHED, TO THE ADMINISTRATIVE AGENT FOR FURTHER DISTRIBUTION TO
EACH OF THE LENDERS, IN FORM AND DETAIL REASONABLY SATISFACTORY TO THEM:
(A)
AUDITORS' CERTIFICATE.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A), A CERTIFICATE OF ITS
REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM CERTIFYING SUCH FINANCIAL
STATEMENTS AND (UNLESS SUCH ACCOUNTANTS ARE PROHIBITED BY LAW OR THE PUBLIC
COMPANY ACCOUNTING OVERSIGHT BOARD OR THE FINANCIAL ACCOUNTING STANDARDS BOARD
(OR ANY SUCCESSOR TO EITHER OF SUCH BODIES) FROM PROVIDING SUCH STATEMENT)
STATING THAT IN THE COURSE OF THE AUDIT UPON WHICH THEIR OPINION ON SUCH
FINANCIAL STATEMENTS WAS BASED (BUT WITHOUT ANY SPECIAL OR ADDITIONAL AUDIT
PROCEDURES FOR THE PURPOSE), THEY OBTAINED KNOWLEDGE OF NO CONDITION OR EVENT
RELATING TO FINANCIAL MATTERS WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT
OR, IF SUCH ACCOUNTANTS SHALL HAVE OBTAINED IN THE COURSE OF SUCH AUDIT
KNOWLEDGE OF ANY SUCH DEFAULT OR EVENT OF DEFAULT, DISCLOSING IN SUCH WRITTEN
STATEMENT THE NATURE AND PERIOD OF EXISTENCE THEREOF, IT BEING UNDERSTOOD THAT
SUCH ACCOUNTANTS SHALL BE UNDER NO LIABILITY, DIRECTLY OR INDIRECTLY, TO THE
LENDERS FOR FAILURE TO OBTAIN KNOWLEDGE OF ANY SUCH CONDITION OR EVENT.
(B)
COMPLIANCE CERTIFICATE.
AT THE TIME OF DELIVERY OF THE FINANCIAL
STATEMENTS PROVIDED FOR IN SECTIONS 6.01(A) AND 6.01(B) ABOVE (COMMENCING WITH
THE DELIVERY OF THE FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED JANUARY
31, 2007), A COMPLIANCE CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER OR THE CHIEF
FINANCIAL OFFICER OF HOLDINGS (I) DEMONSTRATING COMPLIANCE WITH THE FINANCIAL
COVENANTS CONTAINED IN SECTION 7.17 BY CALCULATION THEREOF AS OF THE END OF THE
FISCAL PERIOD COVERED BY SUCH FINANCIAL STATEMENTS, (II) STATING THAT NO EVENT
OF DEFAULT EXISTS, OR IF ANY EVENT OF DEFAULT DOES EXIST, SPECIFYING THE NATURE
AND EXTENT THEREOF AND WHAT ACTION THE BORROWER PROPOSES TO TAKE WITH RESPECT
THERETO AND (III) STATING WHETHER, SINCE THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS DELIVERED HEREUNDER, THERE HAS BEEN ANY MATERIAL CHANGE IN THE GAAP
APPLIED IN THE PREPARATION OF THE FINANCIAL STATEMENTS OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES, AND, IF SO, DESCRIBING SUCH CHANGE.
AT THE TIME SUCH
CERTIFICATE IS REQUIRED TO BE DELIVERED, THE BORROWER SHALL PROMPTLY DELIVER TO
THE ADMINISTRATIVE AGENT, AT THE ADMINISTRATIVE AGENT'S OFFICE, INFORMATION
REGARDING ANY