(II)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
PARAGRAPH (C) ABOVE, A COMPLIANCE CERTIFICATE SIGNED BY A FINANCIAL OFFICER OF
HOLDINGS IN THE FORM OF EXHIBIT G CERTIFYING ON BEHALF OF HOLDINGS IN REASONABLE
DETAIL THE CALCULATIONS REQUIRED TO ESTABLISH WHETHER HOLDINGS AND ITS
SUBSIDIARIES WERE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 10.16 (SETTING
FORTH, FOR THE PURPOSES OF SUCH CERTIFICATE, CALCULATIONS OF THE CONSOLIDATED
FIXED CHARGE COVERAGE RATIO FOR SUCH PERIOD), AT THE END OF SUCH FISCAL MONTH;
(E)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
PARAGRAPH (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM OPINING ON SUCH
STATEMENTS (WHICH CERTIFICATE MAY BE LIMITED TO ACCOUNTING MATTERS AND DISCLAIM
RESPONSIBILITY FOR LEGAL INTERPRETATIONS) STATING THAT DURING THE COURSE OF
THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS, THEY OBTAINED NO KNOWLEDGE OF
ANY DEFAULT OR EVENT OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS (OTHER THAN
(I) THE EXHIBITS TO REGISTRATION STATEMENTS AND (II) ANY REGISTRATION STATEMENTS
ON FORM S-8 OR ITS EQUIVALENT) FILED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES WITH
THE SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING
TO ANY OF OR ALL THE FUNCTIONS OF SUCH COMMISSION, OR WITH ANY NATIONAL
SECURITIES EXCHANGE, OR DISTRIBUTED TO ANY SUCH PERSON'S SHAREHOLDERS (OTHER
THAN TO HOLDINGS OR ANY OF ITS SUBSIDIARIES), AS THE CASE MAY BE;
(G)
IN THE CASE OF HOLDINGS, AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN 60 DAYS AFTER THE END OF EACH FISCAL YEAR, A CONSOLIDATED ANNUAL
PLAN, PREPARED IN ACCORDANCE WITH HOLDINGS' NORMAL ACCOUNTING PROCEDURES APPLIED
ON A CONSISTENT BASIS, FOR THE NEXT FISCAL YEAR OF HOLDINGS CONTAINING QUARTERLY
DETAIL, INCLUDING PROJECTED QUARTERLY BORROWING BASE LEVELS FOR SUCH FISCAL
YEAR;
145
(H)
PROMPTLY AFTER HOLDINGS' OR ANY OF ITS SUBSIDIARIES' RECEIPT
THEREOF, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED FROM ITS CERTIFIED PUBLIC
ACCOUNTANTS AND MANAGEMENT'S RESPONSE THERETO;
(I)
(I) NOT LATER THAN 5:00 P.M. (NEW YORK TIME) ON OR BEFORE THE
20TH DAY OF EACH MONTH FROM AND AFTER THE CLOSING DATE (OR, FROM AND AFTER THE
FUNDING DATE, NO LATER THAN THE LAST BUSINESS DAY OF EACH WEEK DURING ANY PERIOD
IN WHICH A WEEKLY BORROWING BASE PERIOD IS IN EFFECT) AND (II) WITHIN 5 BUSINESS
DAYS FOLLOWING THE CONSUMMATION OF A SIGNIFICANT ASSET SALE OR THE OCCURRENCE OF
A MATERIAL CASUALTY EVENT WITH RESPECT TO ABL PRIORITY COLLATERAL, A BORROWING
BASE CERTIFICATE SETTING FORTH EACH BORROWING BASE (IN EACH CASE WITH SUPPORTING
CALCULATIONS IN REASONABLE DETAIL), WHICH SHALL BE PREPARED (A) AS OF THE LAST
BUSINESS DAY OF FEBRUARY, 2010 IN THE CASE OF THE INITIAL BORROWING BASE
CERTIFICATE ON THE CLOSING DATE AND (B) AS OF THE LAST BUSINESS DAY OF THE
PRECEDING MONTH IN THE CASE OF EACH SUBSEQUENT BORROWING BASE CERTIFICATE (OR,
IF ANY SUCH BORROWING BASE CERTIFICATE IS DELIVERED WEEKLY, AS OF THE LAST
BUSINESS DAY OF THE