SET FORTH IN CLAUSE (B) OF THE DEFINITION OF THE TERM IMMATERIAL
SUBSIDIARY, AND (VII) A LIST OF NAMES OF ALL UNRESTRICTED SUBSIDIARIES, THAT
EACH SUBSIDIARY SET FORTH ON SUCH LIST INDIVIDUALLY QUALIFIES AS AN UNRESTRICTED
SUBSIDIARY, AND (Y) CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
PARAGRAPH (A) ABOVE, IF THE ACCOUNTING FIRM IS NOT RESTRICTED FROM PROVIDING
SUCH A CERTIFICATE BY ITS POLICIES OF ITS NATIONAL OFFICE, A CERTIFICATE OF THE
ACCOUNTING FIRM OPINING ON OR CERTIFYING SUCH STATEMENTS STATING WHETHER THEY
OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR EXAMINATION OF SUCH STATEMENTS OF
ANY DEFAULT OR EVENT OF DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO ACCOUNTING
MATTERS AND DISCLAIM RESPONSIBILITY FOR LEGAL INTERPRETATIONS);
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER PUBLICLY AVAILABLE REPORTS, PROXY STATEMENTS AND, TO THE
EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT, OTHER MATERIALS FILED BY HOLDINGS,
THE COMPANY OR ANY OF THE SUBSIDIARIES WITH THE SEC, OR AFTER AN INITIAL PUBLIC
OFFERING, DISTRIBUTED TO ITS STOCKHOLDERS GENERALLY, AS APPLICABLE; PROVIDED,
HOWEVER, THAT SUCH REPORTS, PROXY STATEMENTS, FILINGS AND OTHER MATERIALS
REQUIRED TO BE DELIVERED PURSUANT TO THIS CLAUSE (D) SHALL BE DEEMED DELIVERED
FOR PURPOSES OF THIS AGREEMENT WHEN POSTED TO THE WEBSITE OF THE COMPANY;
109
(E)
WITHIN 90 DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR, A REASONABLY
DETAILED CONSOLIDATED QUARTERLY BUDGET FOR SUCH FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS SUBSIDIARIES AS OF
THE END OF THE FOLLOWING FISCAL YEAR, AND THE RELATED CONSOLIDATED STATEMENTS OF
PROJECTED CASH FLOW AND PROJECTED INCOME), INCLUDING A DESCRIPTION OF UNDERLYING
ASSUMPTIONS WITH RESPECT THERETO (COLLECTIVELY, THE "BUDGET"), WHICH BUDGET
SHALL IN EACH CASE BE ACCOMPANIED BY THE STATEMENT OF A FINANCIAL OFFICER OF THE
COMPANY TO THE EFFECT THAT THE BUDGET IS BASED ON ASSUMPTIONS BELIEVED BY SUCH
FINANCIAL OFFICER TO BE REASONABLE AS OF THE DATE OF DELIVERY THEREOF;
(F)
UPON THE REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, AN UPDATED
PERFECTION CERTIFICATE (OR, TO THE EXTENT SUCH REQUEST RELATES TO SPECIFIED
INFORMATION CONTAINED IN THE PERFECTION CERTIFICATE, SUCH INFORMATION)
REFLECTING ALL CHANGES SINCE THE DATE OF THE INFORMATION MOST RECENTLY RECEIVED
PURSUANT TO THIS PARAGRAPH (F) OR SECTION 5.10(G);
(G)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF HOLDINGS, THE COMPANY OR
ANY OF THE SUBSIDIARIES, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, OR
SUCH CONSOLIDATING FINANCIAL STATEMENTS AS IN EACH CASE THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUEST (FOR ITSELF OR ON BEHALF OF ANY LENDER);
(H)
IN THE EVENT THAT (I) IN RESPECT OF THE SECOND LIEN NOTES, THE FIRST
PRIORITY NOTES OR THE SENIOR SUBORDINATED NOTES, AND ANY REFINANCING
INDEBTEDNESS WITH RESPECT THERETO, THE RULES AND REGULATIONS OF THE SEC PERMIT
THE COMPANY, HOLDINGS OR ANY PARENT ENTITY TO REPORT AT HOLDINGS' OR SUCH PARENT
ENTITY'S LEVEL ON A CONSOLIDATED BASIS AND (II) HOLDINGS OR SUCH PARENT ENTITY,
AS THE CASE MAY BE, IS NOT ENGAGED