APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES.
(C)
CERTIFICATE OF FINANCIAL OFFICER - COMPLIANCE.
CONCURRENTLY WITH
ANY DELIVERY OF FINANCIAL STATEMENTS UNDER SECTION 8.01(A) OR SECTION 8.01(B), A
CERTIFICATE OF A FINANCIAL OFFICER IN SUBSTANTIALLY 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
DECEMBER 31, 2008 AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE EFFECT OF
SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE.
(D)
CERTIFICATE OF FINANCIAL OFFICER - SWAP AGREEMENTS.
CONCURRENTLY
WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER SECTION 8.01(A) AND
SECTION 8.01(B), A CERTIFICATE OF A FINANCIAL OFFICER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT, SETTING FORTH AS OF THE LAST BUSINESS
DAY OF SUCH FISCAL QUARTER OR FISCAL YEAR, 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.
(E)
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 OR ITS AUTHORIZED AGENT OR BROKER 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.
(F)
OTHER ACCOUNTING REPORTS.
PROMPTLY UPON RECEIPT THEREOF, A COPY
OF EACH OTHER REPORT OR LETTER SUBMITTED TO 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 BORROWER OR ANY SUCH
SUBSIDIARY, AND A COPY OF ANY RESPONSE BY THE BORROWER OR ANY SUCH SUBSIDIARY,
OR THE BOARD OF DIRECTORS OF THE BORROWER OR ANY SUCH SUBSIDIARY, TO SUCH LETTER
OR REPORT.
(G)
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
66
MATERIALS FILED BY 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.
(H)
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 OF ANY PREFERRED STOCK DESIGNATION, INDENTURE,
LOAN OR CREDIT OR OTHER SIMILAR AGREEMENT, OTHER THAN THIS AGREEMENT AND NOT
OTHERWISE REQUIRED