CASH
FLOWS FOR THE COMPARABLE PERIODS IN THE PREVIOUS FISCAL YEAR, AND NOTES THERETO,
ALL PREPARED IN ACCORDANCE WITH REGULATION S-X UNDER THE SECURITIES ACT AND
ACCOMPANIED BY A CERTIFICATE OF A FINANCIAL OFFICER STATING THAT SUCH FINANCIAL
STATEMENTS FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE US BORROWER AS OF THE
DATE AND FOR THE PERIODS SPECIFIED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED,
AND ON A BASIS CONSISTENT WITH AUDITED FINANCIAL STATEMENTS REFERRED TO IN
CLAUSE (A) OF THIS SECTION, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS (IT
BEING UNDERSTOOD THAT THE INFORMATION REQUIRED BY THIS PARAGRAPH (B) MAY BE
FURNISHED IN THE FORM OF A FORM 10-Q);
(C)
[INTENTIONALLY DELETED].
(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
FISCAL QUARTER ENDING SEPTEMBER 30, 2006, SETTING FORTH COMPUTATIONS IN
REASONABLE DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT DEMONSTRATING
COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTIONS 6.07(F) AND 6.10 AND (C)
SHOWING A RECONCILIATION OF CONSOLIDATED EBITDA 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 QUARTER ENDING
JUNE 30, 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 THE US BORROWER 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, OR
ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, 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