OF THE PARENT AND ITS SUBSIDIARIES AS
AT THE END OF SUCH YEAR, STATEMENTS OF CASH FLOWS, AND THE RELATED CONSOLIDATED
STATEMENTS OF OPERATIONS, SETTING FORTH IN COMPARATIVE FORM THE FIGURES FOR THE
PREVIOUS FISCAL YEAR, ALL SUCH CONSOLIDATED FINANCIAL STATEMENTS TO BE IN
REASONABLE DETAIL, PREPARED, IN ACCORDANCE WITH GAAP AND CERTIFIED BY THE
ACCOUNTANTS, WHICH SHALL NOT BE SUBJECT TO ANY "GOING CONCERN" OR SIMILAR
QUALIFICATION OR EXCEPTION (OTHER THAN ANY SUCH QUALIFICATION THAT IS BASED
SOLELY UPON THE INDEBTEDNESS HEREUNDER OR UNDER THE SECOND LIEN NOTES INDENTURE
OR THE SENIOR SUBORDINATED DEBT BECOMING CURRENT AS A RESULT OF NOT HAVING
REFINANCED SUCH INDEBTEDNESS PRIOR TO THE DATE WHICH IS ONE YEAR BEFORE THE
RESPECTIVE MATURITY DATES THEREOF, AS APPLICABLE) OR ANY QUALIFICATION OR
EXCEPTION AS TO THE SCOPE OF THE ACCOUNTANTS' AUDIT IF SUCH QUALIFICATION OR
EXCEPTION AS TO SCOPE IS BASED UPON OR RESULTS FROM ANY LIMITATIONS IMPOSED BY
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THE BORROWERS OR ANY ACTION (OR INACTION) OF THE BORROWERS WITH RESPECT TO THE
APPLICABLE AUDIT.
IN ADDITION, SIMULTANEOUSLY THEREWITH, THE BORROWERS WILL USE
THEIR BEST EFFORTS TO PROVIDE THE LENDERS WITH A WRITTEN STATEMENT FROM SUCH
ACCOUNTANTS TO THE EFFECT THAT THE BORROWERS ARE IN COMPLIANCE WITH THE
FINANCIAL COVENANTS SET FORTH IN SECTION 7.11 HEREOF, AND THAT, IN MAKING THE
EXAMINATION NECESSARY TO SAID CERTIFICATION, NOTHING HAS COME TO THE ATTENTION
OF SUCH ACCOUNTANTS THAT WOULD INDICATE THAT ANY DEFAULT OR EVENT OF DEFAULT
EXISTS, OR, IF SUCH ACCOUNTANTS SHALL HAVE OBTAINED KNOWLEDGE OF ANY THEN
EXISTING DEFAULT OR EVENT OF DEFAULT THEY SHALL DISCLOSE IN SUCH STATEMENT ANY
SUCH DEFAULT OR EVENT OF DEFAULT; PROVIDED, THAT SUCH ACCOUNTANTS SHALL NOT BE
LIABLE TO THE LENDERS FOR FAILURE TO OBTAIN KNOWLEDGE OF ANY DEFAULT OR EVENT OF
DEFAULT;
(B)
AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT
LATER THAN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER OF THE
BORROWERS, COPIES OF THE CONSOLIDATED BALANCE SHEETS AND STATEMENT OF OPERATIONS
OF THE PARENT AND ITS SUBSIDIARIES AS AT THE END OF SUCH QUARTER, SUBJECT TO
YEAR-END ADJUSTMENTS, AND THE RELATED STATEMENT OF CASH FLOWS, ALL IN REASONABLE
DETAIL AND PREPARED IN ACCORDANCE WITH GAAP WITH A CERTIFICATION BY THE
PRINCIPAL FINANCIAL OR ACCOUNTING OFFICER OF THE BORROWERS (THE "CFO") THAT SUCH
CONSOLIDATED FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH GAAP AND
FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWERS AND THEIR
SUBSIDIARIES AS AT THE CLOSE OF BUSINESS ON THE DATE THEREOF AND THE RESULTS OF
OPERATIONS FOR THE PERIOD THEN ENDED;
(C)
SIMULTANEOUSLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN (A) AND (B) ABOVE, A COMPLIANCE CERTIFICATE
CERTIFIED BY THE CFO THAT THE BORROWERS ARE IN COMPLIANCE WITH THE COVENANTS
CONTAINED IN ARTICLE VI AND ARTICLE VII OF THIS AGREEMENT AS OF THE END OF THE
APPLICABLE PERIOD SETTING FORTH IN REASONABLE DETAIL COMPUTATIONS EVIDENCING
SUCH COMPLIANCE, PROVIDED THAT, IF THE BORROWERS SHALL AT THE TIME OF ISSUANCE
OF SUCH CERTIFICATE OR AT ANY OTHER