IN ACCORDANCE WITH GAAP, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES (IT BEING AGREED THAT THE FURNISHING OF THE BORROWER'S
QUARTERLY REPORT ON FORM 10-Q FOR SUCH QUARTER, AS FILED WITH THE SEC, WILL
SATISFY THE BORROWER'S OBLIGATION UNDER THIS SECTION 5.04(B) WITH RESPECT TO
SUCH QUARTER);
(C)
CONCURRENTLY WITH ANY DELIVERY OF SECTION
5.04 FINANCIALS, A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER (I)
CERTIFYING THAT TO SUCH FINANCIAL OFFICER'S KNOWLEDGE, NO EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING OR, IF SUCH AN EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING, REASONABLY SPECIFYING THE NATURE
THEREOF, (II) SETTING FORTH (X) TO THE EXTENT APPLICABLE COMPUTATIONS IN
REASONABLE DETAIL DEMONSTRATING EACH OF THE TOTAL NET LEVERAGE RATIO, THE SENIOR
SECURED NET LEVERAGE RATIO AND THE GUARANTEED NET LEVERAGE RATIO AS OF THE DATE
OF SUCH FINANCIAL STATEMENTS AND (Y) IN THE CASE OF A CERTIFICATE DELIVERED WITH
THE FINANCIAL STATEMENTS REQUIRED BY PARAGRAPH (A) ABOVE (COMMENCING WITH THE
FISCAL YEAR ENDED DECEMBER 31, 2008), SETTING FORTH THE BORROWER'S CALCULATION
OF EXCESS CASH FLOW;
(D)
NOT LATER THAN THE FIFTH BUSINESS DAY AFTER
THE 90TH DAY AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF THE BORROWER, COPY OF
THE PROJECTIONS BY THE BORROWER OF THE OPERATING BUDGET AND CASH FLOW BUDGET OF
THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, SUCH PROJECTIONS TO BE
ACCOMPANIED BY A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER TO THE
EFFECT THAT SUCH FINANCIAL OFFICER BELIEVES SUCH PROJECTIONS TO HAVE BEEN
PREPARED ON THE BASIS OF REASONABLE ASSUMPTIONS;
(E)
SIMULTANEOUSLY WITH THE DELIVERY OF ANY
SECTION 5.04 FINANCIALS, THE RELATED CONSOLIDATING FINANCIAL STATEMENTS
REFLECTING THE ADJUSTMENTS NECESSARY TO ELIMINATE THE ACCOUNTS OF UNRESTRICTED
SUBSIDIARIES FROM SUCH CONSOLIDATED FINANCIAL STATEMENTS (BUT ONLY TO THE EXTENT
SUCH UNRESTRICTED SUBSIDIARIES WOULD NOT BE CONSIDERED "MINOR" UNDER RULE 3-10
OF REGULATION S-X UNDER THE SECURITIES ACT);
(F)
SIMULTANEOUSLY WITH THE DELIVERY OF ANY
SECTION 5.04 FINANCIALS, MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE IMPORTANT
OPERATIONAL AND FINANCIAL DEVELOPMENTS OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES DURING THE RESPECTIVE FISCAL YEAR OR FISCAL QUARTER, AS THE CASE
MAY BE (IT BEING AGREED THAT THE FURNISHING OF THE BORROWER'S ANNUAL REPORT ON
FORM 10-K OR QUARTERLY REPORT ON FORM 10-Q, AS FILED WITH THE SEC, WILL SATISFY
THE BORROWER'S OBLIGATIONS UNDER THIS SECTION 5.04(F));
100
(G)
PROMPTLY AFTER THE REASONABLE REQUEST BY
ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT), ALL DOCUMENTATION AND OTHER
INFORMATION THAT SUCH LENDER REASONABLY REQUESTS IN ORDER TO COMPLY WITH ITS
ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT;
(H)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS, LEGAL OR CORPORATE AFFAIRS AND
FINANCIAL CONDITION OF ANY LOAN PARTY OR ANY RESTRICTED SUBSIDIARY, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT) MAY
REASONABLY REQUEST; (OTHER THAN INFORMATION WHICH IS SUBJECT TO AN
ATTORNEY-CLIENT PRIVILEGE OR WOULD RESULT IN A