AGENT AND EACH LENDER:
(A)
CONCURRENTLY WITH EACH DELIVERY OF THE FINANCIAL STATEMENTS
DESCRIBED IN SECTIONS 6.1(A) AND 6.1(B), A COMPLIANCE CERTIFICATE WITH RESPECT
TO THE PERIOD COVERED BY THE
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FINANCIAL STATEMENTS BEING DELIVERED THEREUNDER, EXECUTED BY A FINANCIAL OFFICER
OF THE PARENT, TOGETHER WITH A COVENANT COMPLIANCE WORKSHEET REFLECTING THE
COMPUTATION OF THE FINANCIAL COVENANTS SET FORTH IN ARTICLE VII AS OF THE LAST
DAY OF THE PERIOD COVERED BY SUCH FINANCIAL STATEMENTS;
(B)
CONCURRENTLY WITH EACH DELIVERY OF THE FINANCIAL STATEMENTS
DESCRIBED IN SECTION 6.1(B), A CERTIFICATE EXECUTED BY A FINANCIAL OFFICER OF
THE PARENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND SETTING FORTH THE CALCULATION OF EXCESS CASH FLOW FOR SUCH FISCAL YEAR
(PROVIDED THAT SUCH CERTIFICATE SHALL NOT BE REQUIRED IF NO EXCESS CASH FLOW
PAYMENT WITH RESPECT TO SUCH FISCAL YEAR IS REQUIRED UNDER SECTION 2.6(G));
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER THE COMMENCEMENT OF EACH FISCAL YEAR, BEGINNING WITH THE 2007 FISCAL YEAR,
A CONSOLIDATED OPERATING BUDGET FOR THE PARENT AND ITS SUBSIDIARIES FOR SUCH
FISCAL YEAR (PREPARED ON A QUARTERLY BASIS), CONSISTING OF A CONSOLIDATED
BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS, TOGETHER
WITH A CERTIFICATE OF A FINANCIAL OFFICER OF THE PARENT TO THE EFFECT THAT SUCH
BUDGET HAS BEEN PREPARED IN GOOD FAITH BASED ON ESTIMATES AND ASSUMPTIONS
BELIEVED TO BE REASONABLE; AND AS SOON AS AVAILABLE FROM TIME TO TIME
THEREAFTER, ANY MODIFICATIONS OR REVISIONS TO OR RESTATEMENTS OF SUCH BUDGET;
(D)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY "MANAGEMENT LETTER"
SUBMITTED TO THE PARENT OR ANY OF ITS SUBSIDIARIES BY ITS CERTIFIED PUBLIC
ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL AUDIT, AND
PROMPTLY UPON COMPLETION THEREOF, ANY RESPONSE REPORTS FROM THE PARENT OR ANY
SUCH SUBSIDIARY IN RESPECT THEREOF;
(E)
EXCEPT TO THE EXTENT THE COMPANY HAS NOTIFIED THE ADMINISTRATIVE
AGENT AND LENDERS THAT SUCH INFORMATION IS ELECTRONICALLY AVAILABLE ON THE
INTERNET AT A WEBSITE SPECIFIED IN SUCH NOTICE AND TO WHICH EACH OF THE
ADMINISTRATIVE AGENT AND THE LENDERS HAS ACCESS WITHOUT CHARGE, PROMPTLY UPON
THE SENDING, FILING OR RECEIPT THEREOF, COPIES OF (I) ALL FINANCIAL STATEMENTS,
REPORTS, NOTICES AND PROXY STATEMENTS THAT THE PARENT SHALL SEND OR MAKE
AVAILABLE GENERALLY TO ITS SHAREHOLDERS, (II) ALL REGULAR, PERIODIC AND SPECIAL
REPORTS, REGISTRATION STATEMENTS AND PROSPECTUSES (OTHER THAN ON FORM S-8) THAT
ANY CREDIT PARTY SHALL RENDER TO OR FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR ANY NATIONAL
SECURITIES EXCHANGE, AND (III) ALL PRESS RELEASES AND OTHER STATEMENTS MADE
AVAILABLE GENERALLY BY THE PARENT TO THE PUBLIC CONCERNING MATERIAL DEVELOPMENTS
IN THE BUSINESS OF THE PARENT AND ITS SUBSIDIARIES;
(F)
PROMPTLY UPON (AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS
AFTER) ANY RESPONSIBLE OFFICER OF ANY CREDIT PARTY OBTAINING KNOWLEDGE THEREOF,
WRITTEN NOTICE OF ANY OF THE FOLLOWING:
(I)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, TOGETHER WITH
A