DELIVERED A FULLY AND PROPERLY COMPLETED COMPLIANCE CERTIFICATE (IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT D OR IN SUCH OTHER FORM OR
SUBSTANCE AS SHALL BE SATISFACTORY TO PURCHASER AND REFERRED TO AS A "COMPLIANCE
CERTIFICATE") SIGNED BY THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER
OF THE COMPANY, WHICH SHALL (I) STATE THAT TO HIS OR HER KNOWLEDGE NO DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED DURING THE PERIOD COVERED THEREBY, EXCEPT
AS SPECIFIED IN SUCH CERTIFICATE, AND (II) SET FORTH IN REASONABLE DETAIL THE
CALCULATIONS OF THE RATIOS DESCRIBED IN SECTION 9.08.
IN CASE OF ANY ACCOUNTING
CHANGE, THE COMPANY SHALL PREPARE FOOTNOTES TO EACH COMPLIANCE CERTIFICATE AND
36
THE FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED HEREUNDER THAT SHOW THE
DIFFERENCES BETWEEN THE BASIS FOR CALCULATING FINANCIAL COVENANT COMPLIANCE
PURSUANT TO SECTION 1.02 (WHICH SHALL NOT BE BASED UPON NOR REFLECT ACCOUNTING
CHANGES) AND THE FINANCIAL STATEMENTS DELIVERED (WHICH SHALL REFLECT ACCOUNTING
CHANGES).
(D)
ACCOUNTANTS' REPORTS. PROMPTLY UPON RECEIPT THEREOF, THE COMPANY
SHALL DELIVER COPIES OF ALL SIGNIFICANT REPORTS SUBMITTED BY THE COMPANY'S FIRM
OF CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL, INTERIM OR
SPECIAL AUDIT OR REVIEW OF ANY TYPE OF THE FINANCIAL STATEMENTS OR RELATED
INTERNAL CONTROL SYSTEMS OF THE COMPANY AND ITS SUBSIDIARIES MADE BY SUCH
ACCOUNTANTS, INCLUDING ANY COMMENT LETTER SUBMITTED BY SUCH ACCOUNTANTS TO
MANAGEMENT IN CONNECTION WITH THEIR SERVICES.
(E)
MANAGEMENT REPORTS.
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF THE COMPANY AND THE OTHER GROUP MEMBERS PURSUANT TO SUBSECTIONS
8.01(A) AND 8.01(B), THE COMPANY WILL DELIVER A MANAGEMENT REPORT (I) DESCRIBING
THE OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY AND ITS SUBSIDIARIES FOR
THE MONTH THEN ENDED AND THE PORTION OF THE CURRENT FISCAL YEAR THEN ELAPSED (OR
FOR THE FISCAL YEAR THEN ENDED IN THE CASE OF YEAR-END FINANCIALS), (II) SETTING
FORTH IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE CORRESPONDING
PERIODS OF THE PREVIOUS FISCAL YEAR AND THE CORRESPONDING FIGURES FROM THE MOST
RECENT PROJECTIONS FOR THE CURRENT FISCAL YEAR DELIVERED PURSUANT TO
SUBSECTION 8.01(F), AND (III) DISCUSSING THE REASONS FOR ANY SIGNIFICANT
VARIATIONS.
THE INFORMATION ABOVE SHALL BE PRESENTED IN REASONABLE DETAIL AND
SHALL BE CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY TO THE EFFECT
THAT SUCH INFORMATION FAIRLY PRESENTS THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY AND ITS SUBSIDIARIES AS AT THE DATES AND FOR THE
PERIODS INDICATED.
(F)
PROJECTIONS.
PRIOR TO EACH FISCAL YEAR END, BEGINNING WITH
THE END OF THE CURRENT FISCAL YEAR, THE COMPANY SHALL PREPARE AND DELIVER TO
PURCHASER CONSOLIDATED AND CONSOLIDATING PROJECTIONS OF THE GROUP FOR THE NEXT
SUCCEEDING FISCAL YEAR, ON A QUARTERLY BASIS WITH RESPECT TO THE COMPANY AND ON
A MONTH TO MONTH BASIS WITH RESPECT TO THE OTHER GROUP MEMBERS, INCLUDING
CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS AS AT THE END OF EACH RELEVANT
PERIOD AND CONSOLIDATED AND CONSOLIDATING INCOME STATEMENTS AND STATEMENTS OF
CASH FLOWS FOR EACH RELEVANT PERIOD AND FOR THE PERIOD COMMENCING AT THE
BEGINNING OF THE