COMPARATIVE FORM THE CONSOLIDATED OR COMBINED FIGURES, AS
THE CASE MAY BE, FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND
ACCOMPANIED BY A REPORT THEREON OF PRICEWATERHOUSECOOPERS OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING SELECTED BY THE
BORROWER AND REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, WHICH REPORT
SHALL BE UNQUALIFIED (EXCEPT FOR QUALIFICATIONS THAT THE REQUIRED LENDERS DO
NOT, IN THEIR DISCRETION, CONSIDER MATERIAL) AND SHALL STATE THAT SUCH
CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL POSITION OF MAC
AND ITS SUBSIDIARIES AS AT THE DATE INDICATED AND THE RESULTS OF THEIR
OPERATIONS AND CASH FLOW FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP
(EXCEPT AS OTHERWISE STATED THEREIN) AND THAT THE EXAMINATION BY SUCH
ACCOUNTANTS IN CONNECTION WITH SUCH CONSOLIDATED FINANCIAL STATEMENTS HAS BEEN
MADE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS;
(2)
AS SOON AS PRACTICABLE, AND IN ANY EVENT
WITHIN FIFTY (50) DAYS AFTER THE CLOSE OF EACH OF THE FIRST THREE FISCAL
QUARTERS OF EACH FISCAL YEAR OF MAC, FOR MAC AND ITS SUBSIDIARIES, UNAUDITED
BALANCE SHEETS AS AT THE CLOSE OF EACH SUCH PERIOD AND THE RELATED COMBINED
STATEMENTS OF INCOME AND CASH FLOW OF MAC AND ITS SUBSIDIARIES FOR SUCH QUARTER
AND THE PORTION OF THE FISCAL YEAR ENDED AT THE END OF SUCH QUARTER, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE CONSOLIDATED OR COMBINED FIGURES, AS
THE CASE MAY BE, FOR THE CORRESPONDING PERIODS OF THE PRIOR FISCAL YEAR, ALL IN
REASONABLE DETAIL AND IN CONFORMITY WITH GAAP (EXCEPT AS OTHERWISE STATED
THEREIN), TOGETHER WITH A REPRESENTATION BY A RESPONSIBLE FINANCIAL OFFICER, AS
OF THE DATE OF SUCH FINANCIAL STATEMENTS, THAT SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP (PROVIDED, HOWEVER, THAT SUCH FINANCIAL
STATEMENTS MAY NOT INCLUDE ALL OF THE INFORMATION AND FOOTNOTES REQUIRED BY GAAP
FOR COMPLETE FINANCIAL INFORMATION) AND REFLECT ALL ADJUSTMENTS THAT ARE, IN THE
OPINION OF MANAGEMENT, NECESSARY FOR A FAIR PRESENTATION OF THE FINANCIAL
INFORMATION CONTAINED THEREIN;
(3)
TOGETHER WITH EACH DELIVERY OF ANY
QUARTERLY OR ANNUAL REPORT PURSUANT TO PARAGRAPHS (1) THROUGH (2) OF THIS
SECTION 7.1, MAC SHALL DELIVER A COMPLIANCE CERTIFICATE SIGNED BY MAC'S
RESPONSIBLE FINANCIAL OFFICER REPRESENTING AND CERTIFYING (1) THAT THE
RESPONSIBLE FINANCIAL OFFICER SIGNATORY THERETO HAS REVIEWED THE TERMS OF THE
LOAN DOCUMENTS, AND HAS MADE, OR CAUSED TO BE MADE UNDER HIS/HER SUPERVISION, A
REVIEW IN REASONABLE DETAIL OF THE TRANSACTIONS AND CONSOLIDATED FINANCIAL
CONDITION OF MAC AND ITS SUBSIDIARIES, DURING THE FISCAL QUARTER COVERED BY SUCH
REPORTS, THAT SUCH REVIEW HAS NOT DISCLOSED THE EXISTENCE DURING OR AT THE END
OF SUCH FISCAL QUARTER, AND THAT SUCH OFFICER DOES NOT HAVE
33
KNOWLEDGE OF THE EXISTENCE AS AT THE DATE OF SUCH COMPLIANCE CERTIFICATE, OF ANY
CONDITION OR EVENT WHICH CONSTITUTES AN EVENT OF DEFAULT OR POTENTIAL DEFAULT,
OR, IF ANY SUCH CONDITION OR EVENT EXISTED OR EXISTS, SPECIFYING THE NATURE AND
PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWER PARTIES OR THEIR
SUBSIDIARIES HAVE TAKEN, ARE TAKING