PROVISIONS OF SECTION 401(A)(29) OF THE CODE OR SECTION 307 OF ERISA OR
ANY SUCCESSOR PROVISION THEREOF.
(B)
CERTIFICATES; OTHER INFORMATION.
SELLER SHALL FURNISH TO THE
AGENT:
(I)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 9.01(A)(II) ABOVE, A CERTIFICATE OF THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT
IN MAKING THE EXAMINATION NECESSARY THEREFORE NO KNOWLEDGE WAS OBTAINED OF ANY
DEFAULT OR EVENT OF DEFAULT CAUSED BY A FAILURE TO COMPLY WITH THE REQUIREMENTS
OF SECTION 9.01(L)-(O), EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(II)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 9.01(A) ABOVE AND WITH THE DELIVERY OF EACH CONFIRMATION,
A CERTIFICATE OF A
61
RESPONSIBLE OFFICER SUBSTANTIALLY IN THE FORM OF EXHIBIT J HERETO (A) STATING
THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, SELLER DURING SUCH
PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS IN
ALL MATERIAL RESPECTS, AND SATISFIED EVERY MATERIAL CONDITION, CONTAINED IN THIS
AGREEMENT AND THE RELATED DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY
IT, AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT
OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE, (B) SHOWING IN
DETAIL THE CALCULATIONS SUPPORTING SUCH RESPONSIBLE OFFICER'S CERTIFICATION OF
SELLER'S COMPLIANCE WITH THE REQUIREMENTS OF SECTIONS 9.01(L)-(O), (C) SHOWING
IN DETAIL THE CALCULATIONS PROJECTED WITH RESPECT TO THE REQUIREMENTS OF
SECTIONS 9.01(L)-(O) FOR THE UPCOMING PERIOD OF FOUR (4) FISCAL QUARTERS,
(D) ATTACHING A CURRENT COPY OF SELLER'S ORGANIZATIONAL CHART (DEPICTING AND
DELINEATING ALL OF SUCH GUARANTOR'S CONSOLIDATED AND NON-CONSOLIDATED
SUBSIDIARIES), (E) CONFIRMING THAT ALL OF THE CAPITAL STOCK AND OTHER EQUITY AND
OWNERSHIP INTERESTS OF SELLER'S SUBSIDIARIES HAS BEEN PLEDGED TO THE AGENT FOR
THE RATABLE BENEFIT OF THE BUYERS AND SELLER HAS TAKEN ALL SUCH FURTHER ACTIONS
AS THE AGENT HAS REQUESTED IN ORDER TO EFFECT AND PERFECT SUCH PLEDGE AND
(F) SHOWING THE CALCULATIONS WHICH DEMONSTRATE COMPLIANCE WITH THE SUB-LIMITS;
(III)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN NINETY (90)
DAYS AFTER THE END OF EACH FISCAL YEAR OF SELLER, A COPY OF THE PROJECTIONS OF
THE SELLERS AND THE PARENT OF THE OPERATING BUDGET AND CASH FLOW BUDGET OF THE
SELLERS AND THE PARENT FOR THE SUCCEEDING FISCAL YEAR, SUCH PROJECTIONS TO BE
ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER CERTIFYING THAT SUCH
PROJECTIONS HAVE BEEN PREPARED IN GOOD FAITH BASED UPON REASONABLE ASSUMPTIONS;
(IV)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL REPORTS SUBMITTED TO
SELLER BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH
ANNUAL, INTERIM OR SPECIAL AUDIT OF THE BOOKS AND RECORDS OF SELLER MADE BY SUCH
ACCOUNTANTS, INCLUDING, WITHOUT LIMITATION, ANY MANAGEMENT LETTER COMMENTING ON
SELLER'S INTERNAL CONTROLS SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN
CONNECTION WITH THEIR ANNUAL AUDIT;
(V)
WITHIN THIRTY (30) DAYS OF THE END OF EACH CALENDAR QUARTER, A
QUARTERLY REPORT, WHICH REPORT SHALL INCLUDE, AMONG OTHER ITEMS, (1) A SUMMARY
OF SELLER'S DELINQUENCY AND LOSS EXPERIENCE