TO
THE EFFECT THAT, IN MAKING THE EXAMINATION NECESSARY FOR THE SIGNING OF SUCH
CERTIFICATE, SUCH FINANCIAL OFFICER HAS NOT BECOME AWARE OF ANY DEFAULT OR EVENT
OF DEFAULT THAT HAS OCCURRED AND IS CONTINUING, OR, IF SUCH FINANCIAL OFFICER
HAS BECOME AWARE OF SUCH DEFAULT OR EVENT OF DEFAULT, DESCRIBING SUCH DEFAULT OR
EVENT OF DEFAULT AND THE STEPS, IF ANY, BEING TAKEN TO CURE IT;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 90 DAYS (OR, IF SEC
FORM 12B-25 IS FILED IN RESPECT OF SUCH FISCAL YEAR, 105 DAYS OR SUCH SHORTER
PERIOD AS MAY BE REQUIRED FOR THE FILING OF THE BORROWER'S FORM 10-K BY THE SEC)
AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A COPY OF THE ANNUAL AUDIT
REPORT FOR SUCH FISCAL YEAR FOR THE BORROWER, INCLUDING THEREIN A CONSOLIDATED
BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE END OF SUCH FISCAL
YEAR AND CONSOLIDATED STATEMENTS OF EARNINGS, STOCKHOLDERS' EQUITY AND CASH FLOW
OF THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, IN EACH CASE
CERTIFIED (WITHOUT ANY IMPERMISSIBLE QUALIFICATION) IN A MANNER REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT BY ERNST & YOUNG LLP OR OTHER INDEPENDENT
PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT (IT BEING
UNDERSTOOD AND AGREED THAT THE DELIVERY OF THE BORROWER'S FORM 10-K (AS FILED
WITH THE SEC), IF CERTIFIED AS REQUIRED IN THIS CLAUSE (B), SHALL SATISFY SUCH
DELIVERY REQUIREMENT IN THIS CLAUSE), TOGETHER WITH A COMPLIANCE CERTIFICATE AND
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 EVENT OF DEFAULT UNDER ANY OF THE FINANCIAL
COVENANTS (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING
RULES OR GUIDELINES);
(C)
NO LATER THAN FEBRUARY 28 OF EACH FISCAL YEAR OF THE BORROWER, A
DETAILED CONSOLIDATED BUDGET BY FISCAL QUARTER FOR SUCH FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED
61
BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED OPERATIONS AND CASH FLOW AS OF
THE END OF AND FOR EACH FISCAL QUARTER DURING SUCH FISCAL YEAR) AND THE NEXT TWO
SUCCEEDING FISCAL YEARS AND, PROMPTLY WHEN AVAILABLE, ANY SIGNIFICANT REVISIONS
OF SUCH BUDGETS;
(D)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL REPORTS SUBMITTED TO
THE BORROWER BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH
ANNUAL, INTERIM OR SPECIAL AUDIT OF THE BOOKS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES MADE BY SUCH ACCOUNTANTS, INCLUDING ANY MANAGEMENT LETTERS
SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN CONNECTION WITH THEIR ANNUAL
AUDIT;
(E)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS
AFTER BECOMING AWARE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, A
STATEMENT OF A FINANCIAL OFFICER OF THE BORROWER SETTING FORTH DETAILS OF SUCH
DEFAULT OR EVENT OF DEFAULT AND THE ACTION WHICH THE BORROWER HAS TAKEN AND
PROPOSES TO TAKE WITH RESPECT THERETO;
(F)
AS SOON AS POSSIBLE AND IN ANY