FairPoint Communications 2002 Annual Report Download - page 367

remain a going concern.
3. For purposes of this Certificate, I, or senior officers of the
Borrower with whom I have consulted ("DESIGNATED OFFICERS"), have performed the
following procedures as of and for the periods set forth below.
(a) I have reviewed the financial statements referred to in Section
5.10(b) of the Credit Agreement.
(b) I and/or certain Designated Officers have made inquiries of certain
officers of the Borrower and its Subsidiaries who have responsibility
for financial and
EXHIBIT H
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accounting matters regarding the existence and amount of Identified
Contingent Liabilities associated with the Borrower and its
Subsidiaries.
(c) I have knowledge of and have reviewed to my satisfaction the Credit
Documents and the respective Schedules and Exhibits thereto.
(d) With respect to Identified Contingent Liabilities, I and/or Designated
Officers:
1. inquired of certain officers of each of the Borrower and its
Subsidiaries who have responsibility for legal, financial and
accounting matters as to the existence and estimated liability
with respect to all contingent liabilities associated with
each of the Borrower and its Subsidiaries;
2. confirmed with officers of each of the Borrower and its
Subsidiaries that to such officers' knowledge, (i) all
appropriate items were included in Stated Liabilities or
Identified Contingent Liabilities and (ii) the amounts
relating thereto were the maximum estimated amount of
liabilities reasonably likely to result therefrom as of the
date hereof; and
3. hereby certify that, to my knowledge, all material Identified
Contingent Liabilities that may arise from any pending
litigation, asserted claims and assessments, guarantees,
uninsured risks and other Identified Contingent Liabilities of
each of the Borrower and its Subsidiaries (exclusive of such
Identified Contingent Liabilities to the extent reflected in
Stated Liabilities) have been considered (after giving effect
to the consummation of the Transaction and the incurrence of
all financings in connection therewith) in making the
certification set forth in paragraph 4 below, and with respect
to each such Identified Contingent Liability, the estimable
maximum amount of liability with respect thereto was used in
making such certification.
(e) I have had the projections relating to the Borrower and its
Subsidiaries (the "PROJECTIONS") which have been previously delivered
to the Lenders, prepared under my direction, and have re-examined the
Projections on the date hereof and considered the effect thereon of
any changes since the date of the preparation thereof on the results
projected therein. After such review, I hereby certify that in my
opinion the Projections are reasonable.
(f) I and/or Designated Officers have made inquiries of certain officers
of each of the Borrower and its Subsidiaries who have responsibility
for financial reporting and accounting matters regarding whether they
were aware of any events or conditions that, as of the date hereof,