BE CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OF THE BORROWER AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS
IN ACCORDANCE WITH GAAP THE FINANCIAL CONDITION OF THE BORROWER AND ITS
SUBSIDIARIES AS OF THE DATES INDICATED AND THE RESULTS OF THEIR OPERATIONS FOR
THE PERIODS INDICATED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
64
absence of footnotes, and (ii) management's discussion and analysis of the
important operational and financial developments during such quarterly
accounting period.
(C)
ANNUAL FINANCIAL STATEMENTS.
WITHIN 90 DAYS AFTER THE CLOSE OF
EACH FISCAL YEAR OF THE BORROWER, (I) THE CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND STATEMENT OF CASH
FLOWS FOR SUCH FISCAL YEAR SETTING FORTH COMPARATIVE FIGURES FOR THE PRECEDING
FISCAL YEAR AND CERTIFIED BY PRICEWATERHOUSECOOPERS LLP OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, TOGETHER WITH A REPORT OF SUCH
ACCOUNTING FIRM CONTAINING A CERTIFICATION (WHICH CERTIFICATION MAY BE LIMITED
OR ELIMINATED TO THE EXTENT EXPRESSLY REQUIRED BY THEN APPLICABLE ACCOUNTING
RULES OR GUIDELINES) THAT IN THE COURSE OF ITS REGULAR AUDIT OF THE FINANCIAL
STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES, WHICH AUDIT WAS CONDUCTED IN
ACCORDANCE WITH GAAP, SUCH ACCOUNTING FIRM OBTAINED NO KNOWLEDGE OF ANY DEFAULT
OR AN EVENT OF DEFAULT RELATING TO FINANCIAL OR ACCOUNTING MATTERS WHICH HAS
OCCURRED AND IS CONTINUING OR, IF IN THE OPINION OF SUCH ACCOUNTING FIRM SUCH A
DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, A STATEMENT AS TO
THE NATURE THEREOF, AND (II) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
IMPORTANT OPERATIONAL AND FINANCIAL DEVELOPMENTS DURING SUCH FISCAL YEAR.
(D)
MANAGEMENT LETTERS.
PROMPTLY AFTER THE BORROWER'S OR ANY OF ITS
SUBSIDIARIES' RECEIPT THEREOF, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED FROM
ITS CERTIFIED PUBLIC ACCOUNTANTS AND MANAGEMENT'S RESPONSE THERETO.
(E)
BUDGETS.
NO LATER THAN 60 DAYS FOLLOWING THE FIRST DAY OF EACH
FISCAL YEAR OF THE BORROWER, A BUDGET IN FORM CONSISTENT WITH THE FINANCIAL
FORECASTS OF THE BORROWER PROVIDED TO THE ADMINISTRATIVE AGENT PRIOR TO THE
EFFECTIVE DATE (INCLUDING BUDGETED STATEMENTS OF INCOME, SOURCES AND USES OF
CASH AND BALANCE SHEETS FOR THE BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED
BASIS) FOR EACH QUARTER OF SUCH FISCAL YEAR PREPARED IN DETAIL, IN EACH CASE,
SETTING FORTH, WITH APPROPRIATE DISCUSSION, THE PRINCIPAL ASSUMPTIONS UPON WHICH
SUCH BUDGET IS BASED.
(F)
OFFICER'S CERTIFICATES.
AT THE TIME OF THE DELIVERY OF THE
FINANCIAL STATEMENTS PROVIDED FOR IN SECTIONS 9.01(B) AND (C), A COMPLIANCE
CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF THE BORROWER CERTIFYING ON
BEHALF OF THE BORROWER THAT, TO SUCH OFFICER'S KNOWLEDGE AFTER DUE INQUIRY, NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR, IF ANY DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SPECIFYING THE NATURE AND
EXTENT THEREOF, WHICH CERTIFICATE SHALL (I) SET FORTH IN REASONABLE DETAIL THE
CALCULATIONS REQUIRED TO ESTABLISH WHETHER THE