SUBSIDIARIES AS AT THE DATES
INDICATED AND THE RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE
PERIODS INDICATED IN CONFORMITY WITH GAAP APPLIED ON A BASIS CONSISTENT WITH
PRIOR YEARS (EXCEPT AS OTHERWISE DISCLOSED IN SUCH FINANCIAL STATEMENTS) AND
THAT THE EXAMINATION BY SUCH ACCOUNTANTS IN CONNECTION WITH SUCH FINANCIAL
STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH GAAP (IT BEING UNDERSTOOD THAT THE
DELIVERY BY HOLDINGS OF ANNUAL REPORTS ON FORM 10-K OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES SHALL SATISFY THE REQUIREMENT OF THIS SUBSECTION
6.1(III));
(IV)
PRICING AND COMPLIANCE CERTIFICATES: TOGETHER WITH EACH DELIVERY
OF FINANCIAL STATEMENTS PURSUANT TO SUBDIVISIONS (II) AND (III) ABOVE, (A) AN
OFFICER'S CERTIFICATE OF COMPANY STATING THAT THE SIGNERS HAVE REVIEWED THE
TERMS OF THIS AGREEMENT AND HAVE MADE, OR CAUSED TO BE MADE UNDER THEIR
SUPERVISION, A REVIEW IN REASONABLE DETAIL OF THE TRANSACTIONS AND CONDITION OF
HOLDINGS AND ITS SUBSIDIARIES DURING THE ACCOUNTING PERIOD COVERED BY SUCH
FINANCIAL STATEMENTS AND THAT SUCH REVIEW HAS NOT DISCLOSED THE EXISTENCE DURING
OR AT THE END OF SUCH ACCOUNTING PERIOD, AND THAT THE SIGNERS DO NOT HAVE
KNOWLEDGE OF THE EXISTENCE AS AT THE DATE OF SUCH OFFICER'S CERTIFICATE, OF ANY
CONDITION OR EVENT THAT CONSTITUTES AN EVENT OF DEFAULT OR POTENTIAL EVENT OF
DEFAULT, OR, IF ANY SUCH CONDITION OR EVENT EXISTED OR EXISTS, SPECIFYING THE
NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION COMPANY OR HOLDINGS, AS
THE CASE MAY BE, HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO;
AND (B) SOLELY IN CONNECTION WITH FINANCIAL STATEMENTS DELIVERED WITH RESPECT TO
ANY FISCAL QUARTER OR FISCAL YEAR, A COMPLIANCE CERTIFICATE DEMONSTRATING IN
REASONABLE DETAIL COMPLIANCE DURING AND AT THE END OF THE APPLICABLE ACCOUNTING
PERIODS WITH THE RESTRICTIONS CONTAINED IN SECTION 7, IN EACH CASE TO THE EXTENT
COMPLIANCE WITH SUCH RESTRICTIONS IS REQUIRED TO BE TESTED AT THE END OF THE
APPLICABLE ACCOUNTING PERIOD; IN ADDITION, ON OR BEFORE THE 45TH DAY FOLLOWING
THE END OF EACH FISCAL QUARTER, A PRICING CERTIFICATE DEMONSTRATING IN
REASONABLE DETAIL THE CALCULATION OF THE CONSOLIDATED LEVERAGE RATIO AS OF THE
END OF THE FOUR FISCAL QUARTER PERIOD THEN ENDED;
(V)
ACCOUNTANTS' CERTIFICATION: TOGETHER WITH EACH DELIVERY OF
CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO SUBDIVISION (III) ABOVE, A WRITTEN
STATEMENT BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS GIVING THE REPORT
THEREON (A) STATING THAT THEIR AUDIT EXAMINATION HAS INCLUDED A REVIEW OF THE
TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS THEY RELATE TO
ACCOUNTING MATTERS (WHICH STATEMENT MAY DISCLAIM RESPONSIBILITY FOR LEGAL
INTERPRETATIONS), (B) STATING WHETHER, IN CONNECTION WITH THEIR AUDIT
EXAMINATION, ANY CONDITION OR EVENT THAT CONSTITUTES AN EVENT OF DEFAULT HAS
COME TO THEIR
93
ATTENTION AND, IF SUCH A CONDITION OR EVENT HAS COME TO THEIR ATTENTION,
SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF; PROVIDED THAT SUCH
ACCOUNTANTS SHALL NOT BE LIABLE BY REASON OF ANY FAILURE TO OBTAIN KNOWLEDGE OF
ANY SUCH EVENT OF DEFAULT THAT WOULD NOT BE DISCLOSED IN THE COURSE OF