SHALL BE AUTOMATICALLY DEEMED
SATISFACTORY TO THE AGENT BANK), WHICH REPORT SHALL BE PREPARED IN ACCORDANCE
WITH GENERALLY ACCEPTED AUDITING STANDARDS AS AT SUCH DATE, AND SHALL NOT BE
SUBJECT TO ANY QUALIFICATIONS OR EXCEPTIONS AS TO THE SCOPE OF THE AUDIT NOR TO
ANY OTHER QUALIFICATION OR EXCEPTION DETERMINED BY THE REQUISITE LENDERS IN
THEIR GOOD FAITH BUSINESS JUDGMENT TO BE ADVERSE TO THE INTERESTS OF THE BANKS.
SUCH ACCOUNTANTS' REPORT SHALL BE ACCOMPANIED BY A CERTIFICATE STATING THAT, IN
MAKING THE EXAMINATION PURSUANT TO GENERALLY ACCEPTED AUDITING STANDARDS
NECESSARY FOR THE CERTIFICATION OF SUCH FINANCIAL STATEMENTS AND SUCH REPORT,
SUCH ACCOUNTANTS HAVE OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR, IF, IN THE
OPINION OF SUCH ACCOUNTANTS, ANY SUCH DEFAULT SHALL EXIST, STATING THE NATURE
AND STATUS OF SUCH DEFAULT, AND STATING THAT SUCH ACCOUNTANTS HAVE REVIEWED THE
FINANCIAL COVENANTS AS AT THE END OF SUCH FISCAL YEAR (WHICH SHALL ACCOMPANY
SUCH CERTIFICATE) UNDER SECTIONS 6.01 THROUGH 6.07, HAVE READ SUCH SECTIONS
(INCLUDING THE DEFINITIONS OF ALL DEFINED TERMS USED THEREIN) AND THAT NOTHING
HAS COME TO THE ATTENTION OF SUCH ACCOUNTANTS IN THE COURSE OF SUCH EXAMINATION
THAT WOULD CAUSE THEM TO BELIEVE THAT THE SAME WERE NOT CALCULATED BY THE
BORROWER CONSOLIDATION IN THE MANNER PRESCRIBED BY THIS CREDIT AGREEMENT.
SUCH
FINANCIAL STATEMENTS SHALL BE CERTIFIED BY AN AUTHORIZED OFFICER OF THE BORROWER
CONSOLIDATION IN THE SAME MANNER AS REQUIRED WITH RESPECT TO FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 5.08(A).
D.
BUDGETS AND PROJECTIONS.
AS SOON AS
PRACTICABLE, AND IN ANY EVENT NO LATER THAN THIRTY DAYS (30) FOLLOWING THE
COMMENCEMENT OF EACH FISCAL YEAR, A BUDGET (INCLUDING A CAPITAL EXPENDITURE
BUDGET) AND PROJECTION BY FISCAL QUARTER FOR THAT FISCAL YEAR AND BY FISCAL YEAR
FOR THE NEXT FOUR (4) SUCCEEDING FISCAL YEARS, INCLUDING FOR THE FIRST SUCH
FISCAL YEAR, PROJECTED CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS, STATEMENTS
OF OPERATIONS AND STATEMENTS OF CASH FLOW AND, FOR THE SECOND (2ND) AND THIRD
(3RD) SUCH FISCAL YEARS, PROJECTED CONSOLIDATED AND CONSOLIDATING CONDENSED
BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND CASH FLOWS, OF THE BORROWER
CONSOLIDATION, ALL IN REASONABLE DETAIL.
E.
COMPLIANCE CERTIFICATE.
AS SOON AS
PRACTICABLE, AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH
FISCAL QUARTER (INCLUDING THE FOURTH
110
(4TH) FISCAL QUARTER IN ANY FISCAL YEAR), A COMPLIANCE CERTIFICATE SIGNED BY A
SENIOR OFFICER OF THE BORROWER CONSOLIDATION IN THE FORM MARKED "EXHIBIT D",
AFFIXED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN AND MADE A PART HEREOF,
SETTING FORTH PRELIMINARY CALCULATIONS OF THE FINANCIAL COVENANTS, APPLICABLE
MARGIN, IN BALANCE CALCULATION AND OTHER MATTERS SET FORTH THEREON, AND
PROVIDING REASONABLE DETAIL AS TO THE CALCULATION THEREOF, WHICH CALCULATIONS
SHALL BE BASED ON THE PRELIMINARY UNAUDITED FINANCIAL STATEMENTS OF THE BORROWER
CONSOLIDATION FOR SUCH FISCAL QUARTER, AND AS SOON AS PRACTICABLE THEREAFTER, IN
THE EVENT OF ANY MATERIAL VARIANCE IN THE ACTUAL CALCULATIONS FROM SUCH
PRELIMINARY CALCULATION, A REVISED COMPLIANCE CERTIFICATE SETTING FORTH THE
ACTUAL CALCULATION THEREOF; PROVIDED, HOWEVER, THAT IN THE EVENT THAT