SUCH
FINANCIAL STATEMENTS, THE LEVERAGE RATIO AS OF SUCH LAST DAY, AND THE INTEREST
COVERAGE RATIO AS OF SUCH LAST DAY;
all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c) and (d) of this subsection 8.1) in
accordance with GAAP.
8.2
Certificates; Other Information.
Furnish to the Administrative Agent (with
sufficient copies for each Lender which the Administrative Agent shall promptly
deliver to each
Lender):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE CONSOLIDATED FINANCIAL
STATEMENTS REFERRED TO IN SUBSECTION 8.1(A), A LETTER FROM THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT
IN MAKING THE EXAMINATION NECESSARY TO EXPRESS THEIR OPINION ON SUCH FINANCIAL
STATEMENTS NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR EVENT OF DEFAULT UNDER
SUBSECTIONS 5.4(B), 9.1, 9.3, AND 9.5 THROUGH 9.11, EXCEPT AS SPECIFIED IN SUCH
LETTER;
(B)
WITHIN 15 DAYS OF THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED
TO IN SUBSECTIONS 8.1(A) AND (B) (EXCEPT THAT THE CERTIFICATE REFERRED TO IN
CLAUSE (III) BELOW SHALL BE DELIVERED CONCURRENTLY WITH SUCH FINANCIAL
STATEMENTS), A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OR TREASURER OF THE
BORROWER STATING THAT, TO THE BEST OF SUCH OFFICER'S KNOWLEDGE, DURING SUCH
PERIOD (I) NO SUBSIDIARY HAS BEEN FORMED OR ACQUIRED (OR, IF ANY SUCH SUBSIDIARY
HAS BEEN FORMED OR ACQUIRED, THE BORROWER HAS COMPLIED WITH THE REQUIREMENTS OF
SUBSECTION 8.9 WITH RESPECT THERETO), (II) NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES HAS CHANGED ITS NAME, ITS PRINCIPAL PLACE OF BUSINESS, ITS CHIEF
EXECUTIVE OFFICE OR THE LOCATION OF ANY MATERIAL ITEM OF TANGIBLE COLLATERAL
WITHOUT COMPLYING WITH THE REQUIREMENTS OF THIS AGREEMENT AND THE SECURITY
DOCUMENTS WITH RESPECT THERETO, (III) EACH OF THE BORROWER AND ITS SUBSIDIARIES
HAS OBSERVED OR PERFORMED ALL OF ITS RESPECTIVE COVENANTS AND OTHER AGREEMENTS,
AND SATISFIED EVERY MATERIAL CONDITION, CONTAINED IN THIS AGREEMENT, THE NOTES
AND THE OTHER CREDIT DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY IT, AND
THAT SUCH OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT
EXCEPT AS SPECIFIED IN SUCH CERTIFICATE, (IV) SHOWING IN DETAIL AS OF THE END OF
THE RELATED FISCAL PERIOD THE FIGURES AND CALCULATIONS SUPPORTING SUCH STATEMENT
IN RESPECT OF CLAUSE (E) OF SUBSECTION 9.1, CLAUSES (B) AND (E) OF SUBSECTION
9.3 AND SUBSECTIONS 9.6 THROUGH 9.11 AND ANY OTHER CALCULATIONS REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT WITH RESPECT TO THE QUANTITATIVE ASPECTS
OF THE OTHER COVENANTS CONTAINED HEREIN, (V) IF NOT SPECIFIED IN THE FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SUBSECTION 8.1, SPECIFYING THE AGGREGATE AMOUNT
OF INTEREST PAID OR ACCRUED BY THE BORROWER AND ITS SUBSIDIARIES, AND THE
AGGREGATE AMOUNT OF DEPRECIATION, DEPLETION AND AMORTIZATION CHARGED ON THE
BOOKS OF THE BORROWER AND ITS SUBSIDIARIES, DURING SUCH ACCOUNTING PERIOD, AND
(VI) IDENTIFY ANY OWNED REAL PROPERTY OF THE BORROWER OR A DOMESTIC SUBSIDIARY