FISCAL QUARTERS OF SUCH FISCAL YEAR
PREPARED IN REASONABLE DETAIL AS CUSTOMARILY PREPARED BY MANAGEMENT FOR ITS
INTERNAL USE AND SETTING FORTH, WITH APPROPRIATE DISCUSSION, THE PRINCIPAL
ASSUMPTIONS UPON WHICH SUCH BUDGETS ARE BASED.
TOGETHER WITH EACH DELIVERY OF
CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO SECTIONS 7.01(A) AND (B) BEGINNING
AFTER THE FISCAL YEAR ENDING MARCH 31, 2006, A COMPARISON OF THE CURRENT
YEAR-TO-DATE FINANCIAL RESULTS AGAINST THE BUDGETS REQUIRED TO BE SUBMITTED
PURSUANT TO THIS CLAUSE (D) SHALL BE PRESENTED.
(D)
OFFICER'S CERTIFICATES.
AT THE TIME OF THE
DELIVERY OF THE FINANCIAL STATEMENTS PROVIDED FOR IN SECTIONS 7.01(A) AND (B), A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OR CONTROLLER OF HOLDINGS TO THE
EFFECT THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS OR, IF ANY DEFAULT OR EVENT OF
DEFAULT DOES EXIST, SPECIFYING THE NATURE AND EXTENT THEREOF, WHICH CERTIFICATE
(X) SHALL SET FORTH THE CALCULATIONS REQUIRED TO ESTABLISH (I) THE CONSOLIDATED
LEVERAGE RATIO ON THE LAST DAY OF THE FISCAL PERIOD COVERED BY SUCH FINANCIAL
STATEMENTS AND (II) WHETHER HOLDINGS AND ITS SUBSIDIARIES WERE IN COMPLIANCE
WITH THE FINANCIAL COVENANTS AS AT THE END OF SUCH FISCAL PERIOD AND (Y) IN THE
CASE OF THE CERTIFICATE DELIVERED AT THE TIME OF THE DELIVERY OF THE FINANCIAL
47
STATEMENTS PROVIDED FOR IN SECTION 7.01(A) SHALL SET FORTH THE AMOUNT OF THE
EXCESS CASH FLOW FOR THE RELEVANT PERIOD ENDING ON THE LAST DAY OF THE FISCAL
YEAR COVERED BY SUCH FINANCIAL STATEMENTS.
(E)
NOTICE OF DEFAULT OR LITIGATION.
PROMPTLY,
AND IN ANY EVENT WITHIN TEN BUSINESS DAYS AFTER ANY OFFICER OF HOLDINGS OR THE
BORROWER OBTAINS KNOWLEDGE THEREOF, NOTICE OF (I) THE OCCURRENCE OF ANY EVENT
WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT WHICH NOTICE SHALL SPECIFY THE
NATURE THEREOF, THE PERIOD OF EXISTENCE THEREOF AND WHAT ACTION HOLDINGS OR THE
BORROWER PROPOSES TO TAKE WITH RESPECT THERETO AND (II) THE COMMENCEMENT OF, OR
ANY SIGNIFICANT ADVERSE DEVELOPMENT IN, ANY LITIGATION OR GOVERNMENTAL
PROCEEDING PENDING AGAINST HOLDINGS OR ANY OF ITS SUBSIDIARIES THAT IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR IS REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE CREDIT PARTIES TO PERFORM
THEIR OBLIGATIONS UNDER THE CREDIT DOCUMENTS.
(F)
ENVIRONMENTAL MATTERS.
PROMPTLY AFTER
OBTAINING KNOWLEDGE OF ANY OF THE FOLLOWING (BUT ONLY TO THE EXTENT (A) NOT
DISCLOSED IN AN ENVIRONMENTAL REPORT DELIVERED TO THE ADMINISTRATIVE AGENT PRIOR
TO THE RESTATEMENT EFFECTIVE DATE AND (B) THAT ANY OF THE FOLLOWING COULD
REASONABLY BE EXPECTED TO (X) HAVE A MATERIAL ADVERSE EFFECT, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, OR (Y) RESULT IN A REMEDIAL COST TO HOLDINGS,
THE BORROWER, AND/OR ITS SUBSIDIARIES IN RESPECT OF LIABILITIES TO THE EXTENT
NOT OTHERWISE COVERED BY EXISTING INDEMNITIES, IN EXCESS OF $5,000,000):
(I)
ANY PENDING OR THREATENED ENVIRONMENTAL
CLAIM AGAINST HOLDINGS OR ANY OF ITS SUBSIDIARIES OR ANY REAL PROPERTY OWNED OR
OPERATED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES;
(II)
ANY CONDITION OR OCCURRENCE ON ANY REAL
PROPERTY OWNED OR OPERATED BY