THE THEN CURRENT RECOMMENDATIONS OF THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS, A CERTIFICATE FROM DELOITTE & TOUCHE OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING STATING THAT, IN
THE COURSE OF THEIR ANNUAL AUDIT OF THE BOOKS AND RECORDS OF THE COMPANY, NO
EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT WITH RESPECT TO ARTICLES VII,
VIII OR IX, INSOFAR AS THEY RELATE TO ACCOUNTING AND FINANCIAL MATTERS, HAS COME
TO THEIR ATTENTION WHICH WAS CONTINUING AT THE END OF SUCH FISCAL YEAR OR ON THE
DATE OF THEIR CERTIFICATE, OR IF SUCH AN EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HAS COME TO THEIR ATTENTION, THE CERTIFICATE SHALL INDICATE THE NATURE
OF SUCH EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT.
(B)
OFFICER'S CERTIFICATES.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1, A CERTIFICATE OF A RESPONSIBLE
FINANCIAL OFFICER SUBSTANTIALLY IN THE FORM OF EXHIBIT 7.2(B) STATING THAT, TO
THE BEST OF SUCH OFFICER'S KNOWLEDGE, SUCH FINANCIAL STATEMENTS PRESENT FAIRLY,
IN ACCORDANCE WITH GAAP, THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE COMPANY AND ITS SUBSIDIARIES FOR THE PERIOD REFERRED TO THEREIN (SUBJECT TO
NORMAL YEAR-END AUDIT ADJUSTMENTS) THAT NO EVENT OF DEFAULT OR UNMATURED EVENT
OF DEFAULT HAS OCCURRED EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND, IF SO
SPECIFIED, THE ACTION WHICH THE BORROWERS PROPOSE TO TAKE WITH RESPECT THERETO,
WHICH CERTIFICATE SHALL SET FORTH DETAILED COMPUTATIONS TO THE EXTENT NECESSARY
TO ESTABLISH THE COMPANY'S COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLE IX
OF THIS AGREEMENT.
90
(C)
AUDIT REPORTS AND STATEMENTS.
PROMPTLY FOLLOWING ANY BORROWER'S
RECEIPT THEREOF, COPIES OF ALL CONSOLIDATED FINANCIAL OR OTHER CONSOLIDATED
REPORTS OR STATEMENTS, IF ANY, SUBMITTED TO SUCH BORROWER OR ANY OF ITS
SUBSIDIARIES BY INDEPENDENT PUBLIC ACCOUNTANTS RELATING TO ANY ANNUAL OR INTERIM
AUDIT OF THE BOOKS OF SUCH BORROWER OR ANY OF ITS SUBSIDIARIES.
(D)
PUBLIC FILINGS.
WITHIN 10 DAYS AFTER THE SAME BECOME PUBLIC,
COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS WHICH THE COMPANY MAY MAKE TO, OR
FILE WITH, THE SEC OR ANY SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY.
(E)
OTHER REQUESTED INFORMATION.
SUCH OTHER INFORMATION RESPECTING
THE RESPECTIVE PROPERTIES, BUSINESS AFFAIRS, FINANCIAL CONDITION AND/OR
OPERATIONS OF HOLDCO I, HOLDCO II OR THE BORROWERS OR ANY OF THEIR SUBSIDIARIES
AS ADMINISTRATIVE AGENT OR ANY LENDER (THROUGH ADMINISTRATIVE AGENT) MAY FROM
TIME TO TIME REASONABLY REQUEST.
(F)
PROJECTIONS.
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN SIXTY
(60) DAYS FOLLOWING THE FIRST DAY OF EACH FISCAL YEAR COMMENCING WITH THE FISCAL
YEAR OF THE COMPANY BEGINNING JANUARY 1, 2005 PROJECTIONS IN FORM SIMILAR TO
THAT DELIVERED ON THE CLOSING DATE COVERING THE PERIOD FROM THE BEGINNING OF
SUCH FISCAL YEAR (ON A QUARTERLY BASIS FOR THE FIRST FISCAL YEAR AND AN ANNUAL
BASIS THEREAFTER) THROUGH THE END OF THE THIRD FISCAL YEAR THEREAFTER, PREPARED
IN REASONABLE DETAIL, WITH APPROPRIATE PRESENTATION AND DISCUSSION OF THE
PRINCIPAL ASSUMPTIONS UPON WHICH SUCH PROJECTIONS ARE BASED, WHICH SHALL BE
ACCOMPANIED BY