DISCLOSURES.
(B)
ANNUAL FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE END OF EACH FISCAL YEAR
(COMMENCING WITH THE FISCAL YEAR ENDING DECEMBER 31, 2007) , A CONSOLIDATED
BALANCE SHEET OF HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE END OF
SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY (OR THE COMPARABLE ITEM, IF HOLDINGS IS NOT A CORPORATION)
AND CASH FLOWS FOR SUCH FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE
FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR AND THE FIGURES FOR SUCH FISCAL
YEAR SET FORTH IN THE ANNUAL OPERATING AND CAPITAL EXPENDITURE BUDGETS AND CASH
FLOW FORECAST DELIVERED PURSUANT TO SECTION 4.1(M), CERTIFIED WITHOUT
QUALIFICATION (INCLUDING WITH RESPECT TO THE SCOPE OF AUDIT) OR EXCEPTION BY
INDEPENDENT PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING AND REASONABLY
ACCEPTABLE TO ADMINISTRATIVE AGENT; PROVIDED THAT, WITH RESPECT TO THE FISCAL
YEAR ENDING DECEMBER 31, 2007, SUCH FINANCIAL STATEMENTS SHALL BE DELIVERED IN A
NON-STANDARD GAAP ONE YEAR PRESENTATION.
(C)
COMPLIANCE CERTIFICATES.
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS PURSUANT TO SECTIONS 4.1(A) AND 4.1(B), (I) A COMPLIANCE CERTIFICATE,
AND (II) A SUMMARY REPORT DISCUSSING THE REASONS FOR ANY SIGNIFICANT VARIATIONS
IN THE OPERATIONS AND FINANCIAL CONDITION OF HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES AS BETWEEN THE FISCAL PERIOD COVERED BY SUCH FINANCIAL STATEMENTS
AND THE SAME PERIODS DURING THE IMMEDIATELY PRECEDING FISCAL YEAR, AND AS
BETWEEN SUCH PERIODS AND THE SAME PERIODS INCLUDED IN THE PROJECTIONS AND
FORECASTS DELIVERED PURSUANT TO SECTION 4.1(M).
(D)
[RESERVED.]
(E)
ACCOUNTANT'S LETTERS.
PROMPTLY UPON RECEIPT THEREOF, COPIES OF
ALL REPORTS SUBMITTED TO ANY CREDIT PARTY BY INDEPENDENT PUBLIC ACCOUNTANTS IN
CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL AUDIT OF THE FINANCIAL
STATEMENTS OF ANY CREDIT PARTY MADE BY SUCH ACCOUNTANTS, INCLUDING THE COMMENT
LETTER SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN CONNECTION WITH ANY AUDIT.
48
(F)
REGULATORY FILING INFORMATION.
PROMPTLY UPON THEIR BECOMING
AVAILABLE, COPIES OF (I) ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY
STATEMENTS SENT OR MADE AVAILABLE GENERALLY BY ANY CREDIT PARTY TO ITS SECURITY
HOLDERS, (II) ALL REGULAR AND PERIODIC REPORTS AND ALL REGISTRATION STATEMENTS
AND PROSPECTUSES FILED BY ANY CREDIT PARTY WITH ANY SECURITIES EXCHANGE OR WITH
THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCCESSOR, (III) ALL PRESS
RELEASES AND OTHER STATEMENTS MADE AVAILABLE GENERALLY BY ANY CREDIT PARTY
CONCERNING MATERIAL DEVELOPMENTS IN THE BUSINESS OF ANY CREDIT PARTY AND
(IV) ALL SWAP CONTRACTS ENTERED INTO BY ANY CREDIT PARTY.
IF INFORMATION
REQUIRED TO BE DELIVERED PURSUANT TO THIS CLAUSE (F) IS POSTED ON A WEBSITE TO
WHICH ADMINISTRATIVE AGENT AND ALL LENDERS HAVE BEEN GRANTED ACCESS, SUCH
INFORMATION SHALL BE DEEMED TO HAVE BEEN DELIVERED PURSUANT TO THIS CLAUSE
(F) WHEN THE BORROWER HAS DELIVERED NOTICE OF SUCH POSTING TO ADMINISTRATIVE
AGENT AND LENDERS.
(G)
ACQUISITION ADJUSTMENTS.
PROMPTLY UPON SUCH INFORMATION BECOMING
AVAILABLE, A SUMMARY OF ALL PURCHASE PRICE AND OTHER MONETARY ADJUSTMENTS IN
EXCESS OF $2,000,000 INDIVIDUALLY OR IN THE AGGREGATE THAT