SELECTED BY THE PARENT AND REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, WITHOUT A "GOING CONCERN" OR LIKE QUALIFICATION OR
EXCEPTION OR QUALIFICATION ARISING OUT OF THE SCOPE OF THE AUDIT;
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 45 DAYS
AFTER THE END OF EACH FISCAL QUARTER OF THE PARENT (OTHER THAN THE LAST FISCAL
QUARTER), UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE PARENT AND ITS
CONSOLIDATED SUBSIDIARIES, INCLUDING THEREIN (I) A CONSOLIDATED BALANCE SHEET OF
THE PARENT AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH FISCAL
QUARTER, (II) THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS OF THE PARENT AND ITS CONSOLIDATED SUBSIDIARIES, AND (III) THE RELATED
CONSOLIDATED STATEMENT OF CHANGES IN CASH FLOWS OF THE PARENT AND ITS
CONSOLIDATED SUBSIDIARIES ALL FOR THE PERIOD FROM THE BEGINNING OF SUCH FISCAL
QUARTER TO THE END OF SUCH FISCAL QUARTER AND THE PORTION OF THE FISCAL YEAR
THROUGH THE END OF SUCH QUARTER SETTING FORTH IN EACH CASE IN COMPARATIVE FORM
THE CORRESPONDING FIGURES FOR THE LIKE PERIOD OF THE PRECEDING FISCAL YEAR; ALL
IN REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A BASIS
CONSISTENTLY MAINTAINED THROUGHOUT THE PERIOD INVOLVED AND WITH PRIOR PERIODS
(EXCEPT FOR THE ABSENCE OF FOOTNOTES AND SUBJECT TO YEAR-END ADJUSTMENTS) AND
ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE PARENT STATING THAT
THE FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL CONDITION OF THE PARENT
AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATE AND FOR THE PERIODS COVERED
THEREBY;
The financial statements required to be delivered pursuant to clauses (a) and
(b) of this Section 5.1 shall be deemed to have been delivered on the date on
which such report is posted on the website of the Securities and Exchange
Commission at and Borrower notifies Administrative Agent in writing
thereof.
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(C)
CONCURRENTLY WITH THE DELIVERY OF:
(I)
THE FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION 5.1(A), A
CERTIFICATE OF THE PARENT'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORTING
ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE EXAMINATION NECESSARY
FOR CERTIFYING SUCH FINANCIAL STATEMENTS NO KNOWLEDGE WAS OBTAINED OF ANY EVENT
OF DEFAULT UNDER SECTION 6.1 HEREOF, EXCEPT AS SPECIFICALLY INDICATED;
(II)
THE ANNUAL AND QUARTERLY FINANCIAL STATEMENTS REFERRED TO IN
SUBSECTIONS 5.1(A) AND 5.1(B), RESPECTIVELY, A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE BORROWER (EACH A "COMPLIANCE CERTIFICATE") SHOWING IN DETAIL THE
CALCULATIONS DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN
SECTION 6.1 AND THE APPLICABLE MARGIN AND APPLICABLE COMMITMENT FEE PERCENTAGE,
TOGETHER WITH A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER STATING
THAT, TO HIS OR HER KNOWLEDGE, THE BORROWER DURING SUCH PERIOD HAS KEPT,
OBSERVED, PERFORMED AND FULFILLED EACH AND EVERY COVENANT AND CONDITION
CONTAINED IN THIS AGREEMENT AND IN THE NOTES AND THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY AND THAT SUCH OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY
DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFICALLY INDICATED; IF THE COMPLIANCE
CERTIFICATE SHALL INDICATE THAT SUCH OFFICER HAS