SUCH PERIOD;
PROVIDED THAT IF HOLDINGS HAS FILED WITH THE SEC ITS QUARTERLY FINANCIAL
STATEMENTS FOR THE RESPECTIVE FISCAL QUARTER AND SAME CONTAIN A FOOTNOTE
COMPLYING WITH THE REQUIREMENTS OF SUBSECTION (C)(4) OF RULE 3-10 OF REGULATION
S-X UNDER THE SECURITIES ACT, SUCH QUARTERLY FINANCIAL STATEMENTS SHALL BE
DEEMED TO MEET THE REQUIREMENT THAT THE BORROWER PROVIDE CONSOLIDATING FINANCIAL
STATEMENTS AS OTHERWISE REQUIRED ABOVE FOR THE RESPECTIVE FISCAL QUARTER;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A COMPLIANCE CERTIFICATE OF A
FINANCIAL OFFICER OF THE BORROWER IN SUBSTANTIALLY THE FORM OF EXHIBIT J
(I) CERTIFYING, ON BEHALF OF THE BORROWER, IN THE CASE OF THE FINANCIAL
STATEMENTS DELIVERED UNDER CLAUSE (A) OR (B), AS PRESENTING FAIRLY IN ALL
MATERIAL RESPECTS AS OF THE DATE OF EACH SUCH STATEMENT THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES ON A
CONSOLIDATED AND CONSOLIDATING BASIS IN ACCORDANCE WITH GAAP, SUBJECT, IN THE
CASE OF FINANCIAL STATEMENTS DELIVERED PURSUANT TO CLAUSE (B), TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES, (II) CERTIFYING AS TO
WHETHER A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND, TO THE
KNOWLEDGE OF SUCH FINANCIAL OFFICER AFTER DUE INQUIRY, WHETHER ANY DEFAULT OR
EVEN OF DEFAULT HAS OCCURRED DURING THE RESPECTIVE FISCAL QUARTER OR FISCAL YEAR
AND, IF A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED DURING THE RESPECTIVE FISCAL
QUARTER OR FISCAL YEAR OR IS THEN CONTINUING, IN EACH CASE SPECIFYING THE
DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT
THERETO, AND (III) CERTIFYING AS TO WHETHER ANY MATERIAL CHANGE IN GAAP OR IN
THE APPLICATION THEREOF (TO THE EXTENT SUCH CHANGE IS APPLICABLE TO HOLDINGS AND
ITS CONSOLIDATED SUBSIDIARIES) HAS OCCURRED SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 9.04 AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE WHICH CERTIFICATE SHALL (I) SET FORTH IN
REASONABLE DETAIL THE CALCULATIONS REQUIRED TO ESTABLISH WHETHER HOLDINGS AND
ITS SUBSIDIARIES WERE IN COMPLIANCE WITH THE PROVISIONS OF SECTIONS
11.03(III)(4), 11.04(VIII), 11.06(XIV), 11.10, 11.11 AND 11.12 AT THE END OF
SUCH FISCAL QUARTER OR FISCAL YEAR, AS THE CASE MAY BE, (II) IF DELIVERED WITH
THE FINANCIAL STATEMENTS REQUIRED BY SECTION 10.01(A), SET FORTH IN REASONABLE
DETAIL THE AMOUNT OF (AND THE CALCULATIONS REQUIRED TO ESTABLISH THE AMOUNT OF)
EXCESS CASH FLOW FOR THE RESPECTIVE EXCESS CASH PAYMENT PERIOD AND THE AMOUNT OF
ANY REQUIRED PAYMENT
96
UNDER SECTION 5.02(E) IN RESPECT OF SUCH EXCESS CASH PAYMENT PERIOD AND A
CALCULATION IN REASONABLE DETAIL OF THE CUMULATIVE RETAINED EXCESS CASH FLOW
AMOUNT (SHOWING IN REASONABLE DETAIL THE SOURCES AND USES THEREOF) AND
(III) CERTIFY THAT THERE HAVE BEEN NO CHANGES TO THE INFORMATION IN SCHEDULES
3.03 (PLEDGED SECURITIES), 4.02(B) (GRANTOR LEGAL NAME), 4.02(C) (MERGER AND
ACQUISITIONS), 4.02(D) (GRANTOR ORGANIZATIONAL INFORMATION), 4.02(E) (COLLATERAL
ADDRESS), 4.02(J) (INTELLECTUAL PROPERTY), 4.06(A) (DEPOSIT ACCOUNTS) OR
4.06(B) (SECURITIES