ENDED, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
CORRESPONDING FISCAL QUARTER OF THE PREVIOUS FISCAL YEAR AND THE CORRESPONDING
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PORTION OF THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL, SUCH STATEMENTS
TO BE CERTIFIED BY A RESPONSIBLE OFFICER OF HOLDINGS AS FAIRLY PRESENTING THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS
OF HOLDINGS AND ITS SUBSIDIARIES IN ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES.
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT AT LEAST FIFTEEN DAYS BEFORE
THE END OF EACH FISCAL YEAR OF HOLDINGS, FORECASTS PREPARED BY MANAGEMENT OF
HOLDINGS, IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF INCOME OR OPERATIONS AND CASH FLOWS OF HOLDINGS
AND ITS SUBSIDIARIES ON A QUARTERLY BASIS FOR THE IMMEDIATELY FOLLOWING FISCAL
YEAR (INCLUDING THE FISCAL YEAR IN WHICH THE MATURITY DATE OCCURS).
As to any information contained in materials furnished pursuant to
Section 6.02(d), Holdings shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of Holdings to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.
6.02.
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE ADMINISTRATIVE
AGENT AND EACH LENDER, IN FORM AND DETAIL SATISFACTORY TO THE ADMINISTRATIVE
AGENT:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTION 6.01(A), A CERTIFICATE OF ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS CERTIFYING SUCH FINANCIAL STATEMENTS AND STATING THAT IN MAKING THE
EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT UNDER
THE FINANCIAL COVENANTS SET FORTH HEREIN OR, IF ANY SUCH DEFAULT SHALL EXIST,
STATING THE NATURE AND STATUS OF SUCH EVENT;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTIONS 6.01(A) AND (B) (COMMENCING WITH THE DELIVERY OF THE FINANCIAL
STATEMENTS FOR THE FISCAL QUARTER ENDING SEPTEMBER 30, 2008), A DULY COMPLETED
COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER;
(C)
PROMPTLY AFTER ANY REQUEST BY THE ADMINISTRATIVE AGENT OR ANY
LENDER, COPIES OF ANY DETAILED AUDIT REPORTS, MANAGEMENT LETTERS OR
RECOMMENDATIONS SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS) OF A LOAN PARTY BY INDEPENDENT ACCOUNTANTS IN CONNECTION
WITH THE ACCOUNTS OR BOOKS OF A LOAN PARTY OR ANY SUBSIDIARY, OR ANY AUDIT OF
ANY OF THEM;
(D)
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL REPORT,
PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT TO THE
STOCKHOLDERS OF HOLDINGS OR THE BORROWER (NOT OTHERWISE PUBLICLY AVAILABLE), AND
COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION
STATEMENTS WHICH HOLDINGS OR THE BORROWER MAY FILE OR BE REQUIRED TO FILE WITH
THE SEC UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AND
NOT OTHERWISE REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT
HERETO;
(E)
PROMPTLY, AND IN