CASE OF BALANCE SHEETS, SUCH
COMPARISON SHALL BE TO THE LAST DAY OF THE PRIOR FISCAL YEAR), ACCOMPANIED BY A
RECONCILIATION STATEMENT TO THE OPERATIONS OF BORROWER AND ITS SUBSIDIARIES AND
A CERTIFICATE OF A RESPONSIBLE OFFICER OF PARENT, WHICH CERTIFICATE SHALL STATE
THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL
RESPECTS THE INTERIM CONDENSED CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF PARENT AND ITS SUBSIDIARIES, IN EACH CASE IN ACCORDANCE WITH GAAP,
CONSISTENTLY APPLIED, AS AT THE END OF, AND FOR, SUCH PERIOD (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS);
(E)
[RESERVED];
61
(F)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE
(A) OR (D) OF THIS SECTION 6.1, A CERTIFICATE OF A RESPONSIBLE OFFICER OF
PARENT, (I) TO THE EFFECT THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING (OR, IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, DESCRIBING THE SAME IN REASONABLE DETAIL AND DESCRIBING THE ACTION
THAT BEING TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO), (II) SETTING
FORTH IN REASONABLE DETAIL THE COMPUTATIONS NECESSARY TO DETERMINE WHETHER THE
LOAN PARTIES WERE IN COMPLIANCE WITH SECTIONS 7.1, 7.2, 7.3(N)(III), 7.7 AND
7.8(V) AS OF THE END OF THE RESPECTIVE QUARTERLY FISCAL PERIOD OR FISCAL YEAR
AND (III) SETTING FORTH THE AGGREGATE RESTRICTED PAYMENTS MADE PURSUANT TO
SECTION 7.6(C)(I) THROUGH (III), SECTION 7.6(E) AND SECTION 7.6(H) AND INCLUDING
A DESCRIPTION OF SUCH RESTRICTED PAYMENT OR INVESTMENT BY CATEGORY AND AGGREGATE
INVESTMENTS MADE PURSUANT TO SECTION 7.8(G) DURING THE APPLICABLE QUARTERLY
FISCAL PERIOD OR FISCAL YEAR;
(G)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN 75 DAYS AFTER THE END
OF EACH FISCAL YEAR OF PARENT, A DETAILED CONSOLIDATED BUDGET FOR THE FOLLOWING
FISCAL YEAR;
(H)
WITHIN 45 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF
PARENT AND WITHIN 90 DAYS AFTER EACH FISCAL YEAR OF PARENT, A NARRATIVE
DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
PARENT AND ITS SUBSIDIARIES FOR SUCH FISCAL PERIOD AND, IF APPLICABLE, FOR THE
PERIOD FROM THE BEGINNING OF THE THEN CURRENT FISCAL YEAR TO THE END OF SUCH
FISCAL QUARTER, AS COMPARED TO THE COMPARABLE PERIODS OF THE PREVIOUS YEAR;
(I)
PROMPTLY UPON THEIR BECOMING AVAILABLE, COPIES OF ALL REGISTRATION
STATEMENTS AND REGULAR PERIODIC REPORTS, IF ANY, THAT PARENT, HOLDINGS OR THE
BORROWER SHALL HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (OR ANY
GOVERNMENTAL AGENCY SUBSTITUTED THEREFOR) OR ANY NATIONAL SECURITIES EXCHANGE
(OTHER THAN AMENDMENTS TO ANY REGISTRATION STATEMENT (TO THE EXTENT SUCH
REGISTRATION STATEMENT, IN THE FORM IT BECAME EFFECTIVE, IS DELIVERED), EXHIBITS
TO ANY REGISTRATION STATEMENT AND, IF APPLICABLE, ANY REGISTRATION STATEMENT ON
FORM S-8);
(J)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY FINAL MANAGEMENT LETTERS
(OTHER THAN SPECIAL LETTERS) PREPARED BY PARENT'S INDEPENDENT PUBLIC ACCOUNTANTS
WITH RESPECT TO THE AUDIT OF THE FINANCIAL STATEMENTS OF PARENT AND ITS
SUBSIDIARIES;
(K)
WITHIN 15 BUSINESS DAYS AFTER THE END OF EACH OF THE CALENDAR MONTHS