MATTERS, HAS COME TO
THEIR ATTENTION WHICH WAS CONTINUING AT THE END OF SUCH FISCAL YEAR OR ON THE
DATE OF THEIR CERTIFICATE, OR IF SUCH AN EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HAS COME TO THEIR ATTENTION, THE CERTIFICATE SHALL INDICATE THE NATURE
OF SUCH EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT.
(B)
OFFICER'S CERTIFICATES.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1, A CERTIFICATE OF A RESPONSIBLE
FINANCIAL OFFICER SUBSTANTIALLY IN THE FORM OF EXHIBIT 7.2(B) STATING THAT, TO
THE BEST OF SUCH OFFICER'S KNOWLEDGE, SUCH FINANCIAL STATEMENTS PRESENT FAIRLY,
IN ACCORDANCE WITH GAAP, THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD REFERRED TO THEREIN (SUBJECT TO
NORMAL YEAR END AUDIT ADJUSTMENTS) THAT NO EVENT OF DEFAULT OR UNMATURED EVENT
OF DEFAULT HAS OCCURRED EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND, IF SO
SPECIFIED, THE ACTION WHICH BORROWER PROPOSES TO TAKE WITH RESPECT THERETO,
WHICH CERTIFICATE SHALL SET FORTH DETAILED COMPUTATIONS TO THE EXTENT NECESSARY
TO ESTABLISH BORROWER'S COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLE IX OF
THIS AGREEMENT.
(C)
AUDIT REPORTS AND STATEMENTS.
PROMPTLY FOLLOWING BORROWER'S
RECEIPT THEREOF, COPIES OF ALL CONSOLIDATED FINANCIAL OR OTHER CONSOLIDATED
REPORTS OR STATEMENTS, IF ANY,
66
SUBMITTED TO BORROWER OR ANY OF ITS SUBSIDIARIES BY INDEPENDENT PUBLIC
ACCOUNTANTS RELATING TO ANY ANNUAL OR INTERIM AUDIT OF THE BOOKS OF BORROWER OR
ANY OF ITS SUBSIDIARIES.
(D)
PUBLIC FILINGS.
WITHIN 10 DAYS AFTER THE SAME BECOME PUBLIC,
COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS WHICH BORROWER MAY MAKE TO, OR
FILE WITH, THE SEC OR ANY SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY.
(E)
OTHER REQUESTED INFORMATION.
SUCH OTHER INFORMATION RESPECTING
THE RESPECTIVE PROPERTIES, BUSINESS AFFAIRS, FINANCIAL CONDITION AND/OR
OPERATIONS OF HOLDCO I, HOLDCO II OR BORROWER OR ANY OF THEIR SUBSIDIARIES AS
ADMINISTRATIVE AGENT OR ANY LENDER (THROUGH ADMINISTRATIVE AGENT) MAY FROM TIME
TO TIME REASONABLY REQUEST.
(F)
PROJECTIONS.
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN SIXTY
(60) DAYS FOLLOWING THE FIRST DAY OF EACH FISCAL YEAR COMMENCING WITH THE FISCAL
YEAR OF BORROWER BEGINNING JANUARY 1, 2005 PROJECTIONS IN FORM SIMILAR TO THAT
DELIVERED ON THE CLOSING DATE COVERING THE PERIOD FROM THE BEGINNING OF SUCH
FISCAL YEAR (ON A QUARTERLY BASIS FOR THE FIRST FISCAL YEAR AND AN ANNUAL BASIS
THEREAFTER) THROUGH THE END OF THE THIRD FISCAL YEAR THEREAFTER, PREPARED IN
REASONABLE DETAIL, WITH APPROPRIATE PRESENTATION AND DISCUSSION OF THE PRINCIPAL
ASSUMPTIONS UPON WHICH SUCH PROJECTIONS ARE BASED, WHICH SHALL BE ACCOMPANIED BY
THE STATEMENT OF THE CHIEF EXECUTIVE OFFICER OR RESPONSIBLE FINANCIAL OFFICER OF
THE BORROWER TO THE EFFECT THAT, TO THE BEST OF HIS KNOWLEDGE, SUCH PROJECTIONS
ARE A REASONABLE ESTIMATE FOR THE PERIODS RESPECTIVELY COVERED THEREBY.
(G)
INSURANCE.
(I) PRIOR TO THE CLOSING DATE, BORROWER SHALL HAVE
DELIVERED TO ADMINISTRATIVE AGENT EVIDENCE OF INSURANCE COMPLYING WITH THE
REQUIREMENTS OF SECTION 7.8 FOR THE BUSINESS AND PROPERTIES OF BORROWER AND ITS
SUBSIDIARIES, IN FORM REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT