BUSINESS DAYS AFTER DELIVERY THEREOF, ANY ACCOUNTANTS'
LETTERS HAVING SUBSTANTIALLY SIMILAR PURPOSE OR EFFECT AS THOSE LETTERS FORMERLY
KNOWN AS "MANAGEMENT LETTERS" THAT ARE DELIVERED TO THE BOARD OF DIRECTORS OF
HOLDINGS OR THE BORROWER (OR THEIR RESPECTIVE AUDIT COMMITTEES);
(E)
NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE EFFECTIVENESS
THEREOF (OR SUCH SHORTER PERIOD AGREED TO BY THE ADMINISTRATIVE AGENT), COPIES
OF SUBSTANTIALLY FINAL DRAFTS OF ANY PROPOSED AMENDMENT, SUPPLEMENT, WAIVER OR
OTHER MODIFICATION WITH RESPECT TO THE SENIOR NOTE INDENTURE OR THE TRANSACTION
DOCUMENTATION;
(F)
WITHIN FIVE BUSINESS DAYS AFTER THE SAME ARE SENT, COPIES OF ALL
FINANCIAL STATEMENTS AND REPORTS THAT HOLDINGS, THE BORROWER OR ANY OF ITS
SUBSIDIARIES SENDS TO THE HOLDERS OF ANY CLASS OF ITS DEBT SECURITIES OR PUBLIC
EQUITY SECURITIES AND, WITHIN FIVE BUSINESS DAYS AFTER THE SAME ARE FILED,
COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS (OTHER THAN ANY EXHIBITS THERETO
AND ANY REGISTRATION STATEMENTS ON FORM S-8 OR ITS EQUIVALENT) THAT HOLDINGS,
THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY MAKE TO, OR FILE WITH, THE SEC;
(G)
ON THE BUSINESS DAY FOLLOWING THE OCCURRENCE THEREOF, NOTICE THAT
(I) ANY OR ALL OF THE OBLIGATIONS UNDER THE SENIOR NOTE INDENTURE HAVE BEEN
ACCELERATED, OR (II) THE TRUSTEE OR THE REQUIRED HOLDERS OF SENIOR NOTES HAS
GIVEN NOTICE THAT ANY OR ALL SUCH OBLIGATIONS ARE TO BE ACCELERATED;
(H)
TO THE EXTENT NOT INCLUDED IN CLAUSES (A) THROUGH (G) ABOVE, NO
LATER THAN THE DATE THE SAME ARE REQUIRED TO BE DELIVERED THEREUNDER, COPIES OF
ALL AGREEMENTS, DOCUMENTS OR OTHER INSTRUMENTS (INCLUDING, IF ANY, (I) AUDITED
AND UNAUDITED, PRO FORMA AND OTHER FINANCIAL STATEMENTS, REPORTS, FORECASTS, AND
PROJECTIONS, TOGETHER WITH ANY REQUIRED CERTIFICATIONS THEREON BY INDEPENDENT
PUBLIC AUDITORS OR OFFICERS OF HOLDINGS, THE BORROWER OR ANY OF ITS SUBSIDIARIES
OR OTHERWISE, (II) PRESS RELEASES, (III) STATEMENTS OR REPORTS FURNISHED TO ANY
OTHER HOLDER OF THE SECURITIES OF HOLDINGS, THE BORROWER OR ANY OF ITS
SUBSIDIARIES, AND (IV) REGULAR, PERIODIC AND SPECIAL SECURITIES REPORTS) THAT
HOLDINGS, THE BORROWER OR ANY OF ITS SUBSIDIARIES IS REQUIRED TO PROVIDE
PURSUANT TO THE TERMS OF THE SENIOR NOTE DOCUMENTATION;
(I)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
SECTION 6.1(A) AND (B), A CERTIFICATE OF A RESPONSIBLE OFFICER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, SETTING FORTH AS OF THE LAST
BUSINESS DAY OF SUCH FISCAL QUARTER OR FISCAL YEAR, A TRUE AND COMPLETE LIST OF
ALL HEDGE AGREEMENTS OF THE BORROWER AND EACH OF ITS SUBSIDIARIES, THE MATERIAL
TERMS THEREOF (I.E. THE TYPE, TERM, EFFECTIVE DATE, TERMINATION DATE AND
NOTIONAL AMOUNTS OR VOLUMES), THE NET MARK TO MARKET VALUE THEREFOR, ANY CREDIT
SUPPORT AGREEMENTS RELATING THERETO, ANY MARGIN REQUIRED OR SUPPLIED UNDER ANY
CREDIT SUPPORT DOCUMENT, AND THE COUNTERPARTY TO EACH SUCH AGREEMENT; AND
(J)
PROMPTLY, UPON RECEIVING FROM THE LENDERS SUCH ASSURANCES OF
CONFIDENTIAL TREATMENT AS THE BORROWER MAY REASONABLY REQUEST, SUCH ADDITIONAL
FINANCIAL AND OTHER INFORMATION REGARDING THE PERFORMANCE OF THIS AGREEMENT OR
THE FINANCIAL POSITION OR BUSINESS OF
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