YEAR AND THE RELATED AUDITED CONSOLIDATED STATEMENTS OF
INCOME, CASH FLOWS AND STOCKHOLDERS' EQUITY FOR THE PARENT AND ITS SUBSIDIARIES
FOR THE FISCAL YEAR THEN ENDED, INCLUDING THE NOTES THERETO, IN EACH CASE
SETTING FORTH COMPARATIVE FIGURES AS OF THE END OF AND FOR THE PRECEDING FISCAL
YEAR TOGETHER WITH COMPARATIVE BUDGETED FIGURES FOR THE FISCAL YEAR THEN ENDED,
ALL IN REASONABLE DETAIL AND (WITH RESPECT TO THE AUDITED STATEMENTS) CERTIFIED
BY ERNST & YOUNG LLP OR ANOTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM OF
RECOGNIZED NATIONAL STANDING REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT,
TOGETHER WITH A REPORT THEREON BY SUCH ACCOUNTANTS THAT IS NOT QUALIFIED AS TO
GOING CONCERN OR SCOPE OF AUDIT AND TO THE EFFECT THAT SUCH FINANCIAL STATEMENTS
PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE PARENT AND ITS SUBSIDIARIES AS OF THE DATES AND FOR
THE PERIODS INDICATED IN ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT WITH
THAT OF THE PRECEDING YEAR OR CONTAINING DISCLOSURE OF THE EFFECT ON THE
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF ANY CHANGE IN THE APPLICATION OF
ACCOUNTING PRINCIPLES AND PRACTICES DURING SUCH YEAR.
6.2
OTHER BUSINESS AND FINANCIAL INFORMATION.
THE BORROWERS WILL DELIVER TO THE ADMINISTRATIVE AGENT AND EACH LENDER:
(A)
CONCURRENTLY WITH EACH DELIVERY OF THE
FINANCIAL STATEMENTS DESCRIBED IN SECTIONS 6.1(A) AND 6.1(B), A COMPLIANCE
CERTIFICATE WITH RESPECT TO THE PERIOD COVERED BY THE FINANCIAL STATEMENTS BEING
DELIVERED THEREUNDER, EXECUTED BY A FINANCIAL OFFICER OF THE PARENT, TOGETHER
WITH A COVENANT COMPLIANCE WORKSHEET REFLECTING THE COMPUTATION OF THE FINANCIAL
COVENANTS SET FORTH IN ARTICLE VII AS OF THE LAST DAY OF THE PERIOD COVERED BY
SUCH FINANCIAL STATEMENTS;
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(B)
CONCURRENTLY WITH EACH DELIVERY OF THE
FINANCIAL STATEMENTS DESCRIBED IN SECTION 6.1(B), A CERTIFICATE EXECUTED BY A
FINANCIAL OFFICER OF THE PARENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND SETTING FORTH THE CALCULATION OF EXCESS CASH FLOW
FOR SUCH FISCAL YEAR (PROVIDED THAT SUCH CERTIFICATE SHALL NOT BE REQUIRED IF NO
EXCESS CASH FLOW PAYMENT WITH RESPECT TO SUCH FISCAL YEAR IS REQUIRED UNDER
SECTION 2.6(G));
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN THIRTY (30) DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR, BEGINNING
WITH THE 2006 FISCAL YEAR, A CONSOLIDATED OPERATING BUDGET FOR THE PARENT AND
ITS SUBSIDIARIES FOR SUCH FISCAL YEAR (PREPARED ON A QUARTERLY BASIS),
CONSISTING OF A CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS, TOGETHER WITH A CERTIFICATE OF A FINANCIAL OFFICER OF THE PARENT
TO THE EFFECT THAT SUCH BUDGET HAS BEEN PREPARED IN GOOD FAITH BASED ON
ESTIMATES AND ASSUMPTIONS BELIEVED TO BE REASONABLE; AND AS SOON AS AVAILABLE
FROM TIME TO TIME THEREAFTER, ANY MODIFICATIONS OR REVISIONS TO OR RESTATEMENTS
OF SUCH BUDGET;
(D)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY
"MANAGEMENT LETTER" SUBMITTED TO THE PARENT OR ANY OF ITS SUBSIDIARIES BY ITS
CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL
AUDIT, AND PROMPTLY UPON