PERIOD OF EXISTENCE THEREOF AND WHAT ACTION
COMPANY HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO; (B) A
COMPLIANCE CERTIFICATE DEMONSTRATING IN REASONABLE DETAIL COMPLIANCE DURING AND
AT THE END OF THE APPLICABLE ACCOUNTING PERIODS WITH THE COVENANTS SET FORTH IN
SECTION 7.6 AND WITH ANY SPECIFIC DOLLAR AMOUNTS SPECIFIED IN RESPECT OF ANY
RESTRICTIONS CONTAINED IN ANY OTHER PROVISIONS OF SECTION 7; (C) IN THE EVENT
THE IDENTITY OF ANY OF THE SUBSIDIARIES OR UNRESTRICTED SUBSIDIARIES OF COMPANY
HAS CHANGED SINCE THE CLOSING DATE (OR, IF APPLICABLE, SINCE THE DATE OF THE
MOST RECENT OFFICER'S CERTIFICATE DELIVERED TO LENDERS IN ACCORDANCE WITH THIS
CLAUSE (C)), AN OFFICER'S CERTIFICATE SETTING FORTH SUCH CHANGE; (D) THE AMOUNT
OF ANY PRO FORMA ADJUSTMENT NOT PREVIOUSLY SET FORTH IN ANY PRO FORMA ADJUSTMENT
CERTIFICATE OR ANY CHANGE IN THE AMOUNT OF A PRO FORMA ADJUSTMENT SET FORTH IN
ANY PRO FORMA ADJUSTMENT CERTIFICATE PREVIOUSLY PROVIDED AND, IN EITHER CASE, IN
REASONABLE DETAIL, THE CALCULATIONS AND BASIS THEREFOR, AND (E) AT THE TIME OF
THE DELIVERY OF THE FINANCIAL STATEMENTS PURSUANT TO SUBDIVISION (II) ABOVE, THE
AVAILABLE AMOUNT AS AT THE END OF THE FISCAL YEAR TO WHICH SUCH STATEMENTS
RELATE;
(IV)
ACCOUNTANTS' CERTIFICATION:
TOGETHER WITH EACH DELIVERY OF
CONSOLIDATED FINANCIAL STATEMENTS OF COMPANY AND ITS SUBSIDIARIES PURSUANT TO
SUBDIVISION (II) ABOVE, A WRITTEN STATEMENT BY THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS GIVING THE REPORT THEREON STATING WHETHER, IN CONNECTION WITH THEIR
AUDIT EXAMINATION, ANY CONDITION OR EVENT THAT CONSTITUTES A POTENTIAL EVENT OF
DEFAULT OR AN EVENT OF DEFAULT UNDER SECTION 7.6 HAS COME TO THEIR ATTENTION
AND, IF SUCH A CONDITION OR EVENT HAS COME TO THEIR ATTENTION, SPECIFYING THE
NATURE THEREOF; EXCEPT TO THE EXTENT THAT THE DELIVERY OF SUCH STATEMENT WOULD
BE PROHIBITED BY PROFESSIONAL AUDITING STANDARDS APPLICABLE TO SUCH MATTERS.
103
(V)
SEC FILINGS:
PROMPTLY AFTER THE TRANSMISSION THEREOF BY COMPANY
OR ANY OF ITS SUBSIDIARIES TO THE SEC, COPIES OF ANY FILINGS ON FORM 10-K, 10-Q,
OR 8-K AND ANY EFFECTIVE REGISTRATION STATEMENTS (AND, UPON THE EFFECTIVENESS
THEREOF, ANY MATERIAL AMENDMENTS THERETO) FILED WITH THE SEC (BUT NOT ANY
EXHIBITS TO ANY SUCH REGISTRATION STATEMENT OR AMENDMENT (EXCEPT AS PROVIDED
BELOW) OR ANY REGISTRATION STATEMENT ON FORM S-8), AND COPIES OF ALL FINANCIAL
STATEMENTS, PROXY STATEMENTS, NOTICES AND REPORTS THAT COMPANY OR ANY OF ITS
SUBSIDIARIES ACTUALLY SENDS TO THE HOLDERS OF ANY PUBLICLY-ISSUED DEBT
SECURITIES OF COMPANY OR ANY OF ITS SUBSIDIARIES (INCLUDING THE NEW SENIOR NOTES
AND ANY SUBORDINATED INDEBTEDNESS) IN THEIR CAPACITY AS SUCH HOLDERS (IN EACH
CASE TO THE EXTENT NOT THERETOFORE DELIVERED TO LENDERS PURSUANT TO THIS
AGREEMENT AND IN EACH CASE INCLUDING, TO THE EXTENT REQUESTED BY ADMINISTRATIVE
AGENT, ANY SCHEDULES AND EXHIBITS THERETO), IN EACH CASE AS SO TRANSMITTED TO
THE SEC;
(VI)
EVENTS OF DEFAULT, ETC.:
PROMPTLY UPON, AND IN ANY EVENT WITHIN
FIVE BUSINESS DAYS AFTER, ANY RESPONSIBLE OFFICER OF COMPANY OBTAINING ACTUAL
KNOWLEDGE OF (A) ANY CONDITION OR EVENT THAT CONSTITUTES AN EVENT OF DEFAULT