CONDITION OF THE PARENT AND ITS
CONSOLIDATED SUBSIDIARIES AS OF THE CLOSE OF SUCH FISCAL MONTH AND THE RESULTS
OF ITS OPERATIONS AND THE OPERATIONS OF SUCH PERSONS DURING SUCH FISCAL MONTH
AND THE THEN ELAPSED PORTION OF THE FISCAL YEAR, AND COMPARATIVE FIGURES FOR THE
SAME PERIODS IN THE PRECEDING FISCAL YEAR, ALL CERTIFIED BY ONE OF ITS FINANCIAL
OFFICERS AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION
AND RESULTS OF OPERATION OF THE PARENT AND ITS SUBSIDIARIES ON A CONSOLIDATED
BASIS IN ACCORDANCE WITH GAAP, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND
THE ABSENCE OF FOOTNOTES;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER PARAGRAPH (A)
OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE PARENT (I) CERTIFYING
THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED OR, IF SUCH AN EVENT OF DEFAULT
OR DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY
CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO AND
(II) SETTING FORTH COMPUTATIONS IN REASONABLE DETAIL SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE LENDERS DEMONSTRATING COMPLIANCE WITH THE COVENANTS
CONTAINED IN SECTION 6.14 AND 6.15; AND CONCURRENTLY WITH ANY DELIVERY OF
FINANCIAL STATEMENTS UNDER PARAGRAPH (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING
FIRM CERTIFYING THAT SUCH ACCOUNTING FIRM DID NOT BECOME AWARE OF ANY EVENT OF
DEFAULT OR DEFAULT HAVING OCCURRED OR, IF SUCH ACCOUNTING FIRM SHALL HAVE BECOME
AWARE THAN AND EVENT OF DEFAULT OR DEFAULT HAS OCCURRED, SPECIFYING THE NATURE
THEREOF;
(E)
WITHIN 30 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR OF THE PARENT, A
DETAILED CONSOLIDATED BUDGET FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED
CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF PROJECTED OPERATIONS AND
CASH FLOWS AS OF THE END OF AND FOR SUCH FISCAL YEAR AND SETTING FORTH THE
MATERIAL ASSUMPTIONS USED FOR PURPOSES OF PREPARING SUCH BUDGET) AND, PROMPTLY
WHEN AVAILABLE, ANY MATERIAL REVISIONS OF SUCH BUDGET;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
FILINGS AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE
PARENT OR THE BORROWER WITH THE SECURITIES AND EXCHANGE COMMISSION, OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED TO ITS
SHAREHOLDERS OR OTHER CREDITORS;
(G)
PROMPTLY AFTER THE REQUEST BY ANY LENDER, ALL DOCUMENTATION AND OTHER
INFORMATION THAT SUCH LENDER REASONABLY REQUESTS IN ORDER TO COMPLY WITH ITS
ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT;
(H)
PROMPTLY AFTER THE RECEIPT THEREOF BY THE PARENT, BORROWER OR ANY OF ITS
SUBSIDIARIES, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY ANY SUCH PERSON FROM
ITS CERTIFIED PUBLIC ACCOUNTANTS AND MANAGEMENT'S RESPONSE THERETO;
44
(I)
CONCURRENTLY WITH THE DELIVERY OF THE CERTIFICATE DELIVERED PURSUANT TO
CLAUSE (A) ABOVE WITH RESPECT TO THE END OF A FISCAL YEAR, A CERTIFICATE OF A
FINANCIAL OFFICER OF THE BORROWER SETTING FORTH THE AMOUNT OF CAPITAL
EXPENDITURES