AND RELATED STATEMENTS
OF OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS OF EACH OF (I) HOLDINGS AND
ITS CONSOLIDATED SUBSIDIARIES AND (II) THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES, IN EACH CASE AS OF THE END OF AND FOR SUCH FISCAL QUARTER AND THE
THEN ELAPSED PORTION OF THE FISCAL YEAR, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING PERIOD OR PERIODS OF (OR, IN
THE CASE OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS FISCAL YEAR, ALL
CERTIFIED BY A FINANCIAL OFFICER OF HOLDINGS (IN THE CASE OF CLAUSE (I)) OR THE
BORROWER (IN THE CASE OF CLAUSE (II)), AS PRESENTING FAIRLY IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE ENTITIES TO
WHICH SUCH FINANCIAL STATEMENTS PERTAIN ON A CONSOLIDATED BASIS IN ACCORDANCE
WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND
THE ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE (A) OR
(B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF HOLDINGS (I) CERTIFYING AS TO
WHETHER A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS OCCURRED, SPECIFYING THE
DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT
THERETO, (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS DEMONSTRATING
COMPLIANCE WITH SECTIONS 6.12 AND 6.13, (III) STATING WHETHER ANY CHANGE IN GAAP
OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04 AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE AND (IV) STATING WHETHER ANY TAX DISTRIBUTIONS
WERE MADE DURING THE PERIOD COVERED BY SUCH FINANCIAL STATEMENTS AND, IF SO, THE
AMOUNT THEREOF AND SETTING FORTH A SUMMARY DESCRIPTION OF THE CALCULATION
THEREOF;
(D)
WITHIN 45 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF HOLDINGS
BEGINNING WITH THE FISCAL YEAR COMMENCING JANUARY 1, 2007, A REASONABLY DETAILED
CONSOLIDATED BUDGET FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED
BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED OPERATIONS AND CASH FLOW AS OF
THE END OF AND FOR SUCH FISCAL YEAR AND SETTING FORTH THE ASSUMPTIONS USED FOR
PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY WHEN AVAILABLE, ANY SIGNIFICANT
REVISIONS OF SUCH BUDGET;
(E)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY ANY OF
HOLDINGS, THE BORROWER OR THE SUBSIDIARIES 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, AS THE
CASE MAY BE; AND
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(F)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF ANY OF HOLDINGS, THE
BORROWER OR THE SUBSIDIARIES, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT,
AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 5.02.
NOTICES OF MATERIAL EVENTS.
HOLDINGS AND THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT