THE FORM OF EXHIBIT D HERETO (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 DEMONSTRATING COMPLIANCE
WITH SECTION 8.13(B) AND SECTION 9.01 AND (III) STATING WHETHER ANY CHANGE IN
GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.04 AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE.
(D)
CERTIFICATE OF ACCOUNTING FIRM - DEFAULTS.
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER SECTION 8.01(A), 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 (WHICH CERTIFICATE MAY BE LIMITED TO
THE EXTENT REQUIRED BY ACCOUNTING RULES OR GUIDELINES).
(E)
CERTIFICATE OF FINANCIAL OFFICER - SWAP
AGREEMENTS.
CONCURRENTLY WITH THE DELIVERY OF EACH RESERVE REPORT HEREUNDER, A
CERTIFICATE OF A FINANCIAL OFFICER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT, SETTING FORTH AS OF SUCH DATE, A TRUE AND COMPLETE LIST OF
ALL SWAP AGREEMENTS OF THE BORROWER AND EACH SUBSIDIARY, THE MATERIAL TERMS
THEREOF (INCLUDING THE TYPE, TERM, EFFECTIVE DATE, TERMINATION DATE AND NOTIONAL
AMOUNTS OR VOLUMES), THE NET MARK-TO-MARKET VALUE THEREFOR, ANY NEW CREDIT
SUPPORT AGREEMENTS RELATING THERETO NOT LISTED ON SCHEDULE 7.20, ANY MARGIN
REQUIRED OR SUPPLIED UNDER ANY CREDIT SUPPORT DOCUMENT, AND THE COUNTERPARTY TO
EACH SUCH AGREEMENT.
(F)
CERTIFICATE OF INSURER - INSURANCE
COVERAGE.
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
SECTION 8.01(A), A CERTIFICATE OF INSURANCE COVERAGE FROM EACH INSURER WITH
RESPECT TO THE INSURANCE REQUIRED BY SECTION 8.07, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, ALL COPIES OF THE APPLICABLE POLICIES.
(G)
OTHER ACCOUNTING REPORTS.
PROMPTLY UPON
RECEIPT THEREOF, A COPY OF EACH OTHER REPORT OR LETTER SUBMITTED TO THE PARENT,
THE BORROWER OR ANY OF ITS SUBSIDIARIES BY INDEPENDENT ACCOUNTANTS IN CONNECTION
WITH ANY ANNUAL, INTERIM OR SPECIAL AUDIT MADE BY THEM OF THE BOOKS OF THE
PARENT, THE BORROWER OR ANY SUCH SUBSIDIARY, AND A COPY OF ANY RESPONSE BY THE
PARENT, THE BORROWER OR ANY SUCH SUBSIDIARY, OR THE BOARD OF DIRECTORS OF THE
PARENT, THE BORROWER OR ANY SUCH SUBSIDIARY, TO SUCH LETTER OR REPORT.
56
(H)
SEC AND OTHER FILINGS; REPORTS TO
SHAREHOLDERS.
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE
PARENT, THE BORROWER OR ANY SUBSIDIARY WITH THE SEC, OR WITH ANY NATIONAL
SECURITIES EXCHANGE, OR DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS
GENERALLY, AS THE CASE MAY BE.
(I)
NOTICES UNDER MATERIAL INSTRUMENTS.
PROMPTLY AFTER THE FURNISHING THEREOF, COPIES OF ANY FINANCIAL STATEMENT, REPORT
OR NOTICE FURNISHED TO OR BY ANY PERSON PURSUANT TO THE TERMS