QUARTERS OF EACH FISCAL YEAR OF THE BORROWER), ITS
CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME,
SHAREHOLDERS' EQUITY AND CASH FLOWS AS OF THE END OF AND FOR SUCH FISCAL QUARTER
AND THE THEN ELAPSED PORTION OF THE FISCAL YEAR, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING PERIOD OR PERIODS OF (OR, IN
THE CASE OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS FISCAL YEAR, ALL
CERTIFIED BY A FINANCIAL OFFICER AS PRESENTING FAIRLY IN ALL MATERIAL RESPECTS
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER AND THE
SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER PARAGRAPH (A)
OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER (I) CERTIFYING AS TO WHETHER
A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS OCCURRED, SPECIFYING THE DETAILS
THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (II)
SETTING FORTH REASONABLY DETAILED CALCULATIONS (A) SHOWING THE LEVERAGE RATIO AS
OF AND FOR THE
62
END OF THE APPLICABLE FISCAL YEAR OR FISCAL QUARTER, (B) DEMONSTRATING
COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTIONS 6.12, 6.13 AND 6.14 AND (C)
IN THE CASE OF FINANCIAL STATEMENTS DELIVERED UNDER PARAGRAPH (A) ABOVE, SHOWING
THE AMOUNT, IF ANY, OF EXCESS CASH FLOW FOR SUCH FISCAL YEAR, (III) STATING
WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE
DATE OF THE BORROWER'S AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04
AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON
THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE AND (IV) IDENTIFYING THE
SUBSIDIARIES, IF ANY, THAT ARE "EXCLUDED SUBSIDIARIES" UNDER CLAUSES (C), (D)
AND (E) OF THE DEFINITION OF SUCH TERM;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER PARAGRAPH (A)
ABOVE, (I) A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH FINANCIAL
STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR
EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT AND, IF SUCH KNOWLEDGE
HAS BEEN OBTAINED, DESCRIBING SUCH DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO
THE EXTENT REQUIRED BY ACCOUNTING RULES OR GUIDELINES) AND (II) COPIES OF ANY
MANAGEMENT LETTERS DELIVERED TO THE BORROWER OR ANY SUBSIDIARY BY SUCH
ACCOUNTING FIRM;
(E)
WITHIN 30 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF THE BORROWER,
A DETAILED CONSOLIDATED BUDGET FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED
CONSOLIDATED BALANCE SHEET AND PROJECTED CONSOLIDATED STATEMENTS OF INCOME AND
CASH FLOWS AS OF THE END OF AND FOR SUCH FISCAL YEAR AND SETTING FORTH THE
ASSUMPTIONS USED FOR PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY WHEN
AVAILABLE, ANY SIGNIFICANT REVISIONS OF SUCH BUDGET;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE BORROWER OR
ANY SUBSIDIARY WITH THE SECURITIES AND EXCHANGE COMMISSION, OR ANY