QUARTER, DULY CERTIFIED
(SUBJECT TO YEAR-END AUDIT ADJUSTMENTS) BY A FINANCIAL OFFICER OF PARENT AS
HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP, AND CERTIFICATES OF A FINANCIAL
OFFICER OF PARENT
(I) AS TO COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, (II)
SETTING FORTH IN REASONABLE DETAIL THE THEN APPLICABLE PUBLIC DEBT RATINGS AND
THE INTEREST COVERAGE RATIO AND THE LEVERAGE RATIO AS OF THE END OF SUCH FISCAL
QUARTER AND THE CALCULATIONS NECESSARY TO DEMONSTRATE COMPLIANCE WITH
SECTIONS 6.05 AND 6.06 AS OF THE END OF SUCH FISCAL QUARTER AND (III) STATING
WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE
DATE OF THE LAST CONSOLIDATED FINANCIAL STATEMENTS OF PARENT AND ITS
CONSOLIDATED SUBSIDIARIES REFERRED TO IN SECTION 3.04(A) THAT MATERIALLY AFFECTS
THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE AND, IF ANY SUCH CHANGE
HAS OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE;
(III) AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN FIVE DAYS AFTER ANY
RESPONSIBLE OFFICER BECOMES AWARE OF THE OCCURRENCE OF A DEFAULT OR AN EVENT,
DEVELOPMENT OR CIRCUMSTANCE THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT, IN EACH CASE CONTINUING ON THE DATE OF SUCH
STATEMENT, A STATEMENT OF A FINANCIAL OFFICER OF PARENT OR THE BORROWER SETTING
FORTH DETAILS OF SUCH DEFAULT, EVENT, DEVELOPMENT OR OTHER CIRCUMSTANCE
(INCLUDING THE ANTICIPATED EFFECT THEREOF) AND THE ACTION THAT PARENT OR THE
BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO;
(IV) PROMPTLY AFTER THE SENDING THEREOF, COPIES OF ALL REPORTS THAT PARENT OR
THE BORROWER SENDS TO ANY OF THE HOLDERS OF ANY CLASS OF ITS OUTSTANDING
SECURITIES;
(V) PROMPTLY AFTER THE COMMENCEMENT THEREOF, NOTICE OF ALL ACTIONS, SUITS,
INVESTIGATIONS, LITIGATION AND PROCEEDINGS BEFORE ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR AFFECTING PARENT OR ANY SUBSIDIARY OF THE TYPE DESCRIBED IN
SECTION 3.05;
(VI) AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER ANY
CHANGE IN EITHER PUBLIC DEBT RATING, A CERTIFICATE OF A FINANCIAL OFFICER OF
PARENT SETTING FORTH SUCH PUBLIC DEBT RATING;
(VII) CONCURRENTLY WITH ANY FINANCIAL STATEMENTS DELIVERED UNDER CLAUSE (A)
ABOVE, AN ANNUAL FINANCIAL FORECAST FOR PARENT AND ITS CONSOLIDATED SUBSIDIARIES
FOR THE SUBSEQUENT FISCAL YEAR (INCLUDING A CONSOLIDATED BALANCE SHEET OF PARENT
AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE END OF SUCH FISCAL YEAR AND
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF PARENT AND ITS CONSOLIDATED
SUBSIDIARIES FOR SUCH FISCAL YEAR); AND
(VIII) SUCH OTHER INFORMATION RESPECTING THE BUSINESS, CONDITION (FINANCIAL OR
OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS OF PARENT OR ANY
SUBSIDIARY AS ANY LENDER THROUGH EITHER ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME REASONABLY REQUEST.
THE BORROWER AND PARENT ALSO AGREE THAT PROMPTLY AFTER
ANY REPORT OR REGISTRATION STATEMENT, OTHER THAN A REGISTRATION STATEMENT ON
FORM S‐8 OR ANY SUCCESSOR FORM THERETO, IS FILED BY PARENT OR ANY SUBSIDIARY
WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE
A COPY THEREOF WILL BE MADE AVAILABLE ON PARENT'S