SECTION 7.1, CERTIFIED BY A RESPONSIBLE
OFFICER AS BEING FAIRLY STATED IN ALL MATERIAL RESPECTS (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS); AND
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 45 DAYS AFTER THE
END OF EACH MONTH OCCURRING DURING EACH FISCAL YEAR OF THE BORROWER (OTHER THAN
THE THIRD, SIXTH, NINTH AND TWELFTH SUCH MONTH), THE UNAUDITED CONSOLIDATED
BALANCE SHEETS OF THE BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH MONTH
AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS
FOR SUCH MONTH AND THE PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH MONTH,
SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES
55
FOR THE PREVIOUS YEAR, CERTIFIED BY A RESPONSIBLE OFFICER AS BEING FAIRLY STATED
IN ALL MATERIAL RESPECTS (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein and except for regular year-end adjustments).
6.2.
Certificates; Other Information.
Furnish to the Administrative
Agent and each Lender:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 6.1(A), A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE EXAMINATION
NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR EVENT OF DEFAULT
WITH RESPECT TO THE FINANCIAL COVENANTS SET FORTH IN SECTION 7.1, EXCEPT AS
SPECIFIED IN SUCH CERTIFICATE;
(B)
CONCURRENTLY WITH THE DELIVERY OF ANY FINANCIAL STATEMENTS PURSUANT TO
SECTION 6.1, (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT, TO THE
BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, EACH LOAN PARTY DURING SUCH PERIOD
HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND
SATISFIED EVERY CONDITION, CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY TO BE OBSERVED, PERFORMED OR SATISFIED BY IT,
AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR
EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II) IN THE CASE OF
QUARTERLY OR ANNUAL FINANCIAL STATEMENTS, (X) A COMPLIANCE CERTIFICATE
CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR DETERMINING COMPLIANCE
BY EACH LOAN PARTY WITH THE PROVISIONS OF THIS AGREEMENT REFERRED TO THEREIN AS
OF THE LAST DAY OF THE FISCAL QUARTER OR FISCAL YEAR OF THE BORROWER, AS THE
CASE MAY BE, AND, IF APPLICABLE, FOR DETERMINING THE APPLICABLE MARGINS AND
COMMITMENT FEE RATE, AND (Y) TO THE EXTENT NOT PREVIOUSLY DISCLOSED TO THE
ADMINISTRATIVE AGENT, A DESCRIPTION OF ANY CHANGE IN THE JURISDICTION OF
ORGANIZATION OF ANY LOAN PARTY AND A LISTING OF ANY INTELLECTUAL PROPERTY
ACQUIRED BY ANY LOAN PARTY SINCE THE DATE OF THE MOST RECENT LIST DELIVERED
PURSUANT TO THIS CLAUSE (Y) (OR, IN THE CASE OF THE FIRST SUCH LIST