UNRESTRICTED SUBSIDIARIES, THE CONSOLIDATING ENTRIES FOR EACH OF SUCH TYPES
OF SUBSIDIARIES; ALL SUCH FINANCIAL STATEMENTS SHALL BE COMPLETE AND CORRECT IN
ALL MATERIAL RESPECTS AND SHALL BE PREPARED IN ACCORDANCE WITH GAAP APPLIED
CONSISTENTLY THROUGHOUT THE PERIODS REFLECTED THEREIN AND WITH PRIOR PERIODS
(EXCEPT AS APPROVED BY THE ACCOUNTANTS PREPARING SUCH STATEMENTS OR THE
RESPONSIBLE FINANCIAL OFFICER, AS THE CASE MAY BE, AND DISCLOSED THEREIN) AND,
IN THE CASE OF THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO IN THIS
SECTION 7.1(B), ACCOMPANIED BY A REPORT THEREON OF DELOITTE & TOUCHE LLP OR SUCH
OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING,
WHICH REPORT SHALL CONTAIN NO "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION
OR ANY QUALIFICATION AND SHALL STATE THAT SUCH FINANCIAL STATEMENTS PRESENT
FAIRLY THE FINANCIAL POSITION OF BORROWER AND ITS SUBSIDIARIES AS AT THE DATES
INDICATED AND THE RESULTS OF THEIR OPERATIONS AND CASH FLOW FOR THE PERIODS
INDICATED IN CONFORMITY WITH GAAP.
(C)
ANNUAL SCHEDULE OF FOREIGN INTERCOMPANY
NOTES.
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF
EACH FISCAL YEAR OF THE BORROWER AN UNAUDITED SCHEDULE OF FOREIGN INTERCOMPANY
NOTES AS AT THE END OF SUCH YEAR, SEPARATELY PRESENTING THE
100
FOREIGN INTERCOMPANY NOTES, INDEBTEDNESS PERMITTED UNDER SECTION 8.2 (INCLUDING
OVERDRAFT FACILITIES) AND CASH BALANCES, FOR EACH CONSOLIDATED SUBSIDIARY WITH
TOTAL ASSETS IN EXCESS OF $25,000,000 AS AT THE END OF SUCH PERIOD.
(D)
DELIVERY.
INFORMATION REQUIRED TO BE
DELIVERED PURSUANT TO SECTION 7.1(A) OR SECTION 7.1(B) SHALL BE DEEMED TO HAVE
BEEN DELIVERED ON THE DATE ON WHICH (I) SUCH INFORMATION IS ACTUALLY AVAILABLE
FOR REVIEW BY THE LENDERS AND EITHER (A) HAS BEEN POSTED BY THE BORROWER ON THE
BORROWER'S WEBSITE AT OR AT OR
(B) HAS BEEN POSTED ON THE BORROWER'S BEHALF ON INTRALINKS/INTRAAGENCY AND
(II) THE BORROWER PROVIDES NOTICE TO THE LENDERS THAT SUCH INFORMATION IS
AVAILABLE AND DESIGNATES ONE OR MORE OF THE ABOVE WEBSITES ON WHICH SUCH
INFORMATION IS LOCATED.
AT THE REQUEST OF THE ADMINISTRATIVE AGENT, THE
BORROWER WILL PROVIDE BY ELECTRONIC MAIL ELECTRONIC VERSIONS (I.E., SOFT COPIES)
OF ALL DOCUMENTS CONTAINING SUCH INFORMATION.
7.2
Certificates; Other Information
Furnish to the Administrative Agent for distribution to each Lender (or, if
specified below, to the Administrative Agent):
(A)
ACCOUNTANT'S CERTIFICATES.
CONCURRENTLY
WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1(B), TO
THE EXTENT NOT CONTRARY TO THE THEN CURRENT RECOMMENDATIONS OF THE AMERICAN
INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS, A CERTIFICATE FROM DELOITTE & TOUCHE
OR OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED
STANDING, STATING THAT, IN THE COURSE OF THEIR ANNUAL AUDIT OF THE BOOKS AND
RECORDS OF THE BORROWER, NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT WITH
RESPECT TO ARTICLES VII, VIII AND IX, INSOFAR AS THEY RELATE TO ACCOUNTING AND
FINANCIAL MATTERS, HAS COME TO THEIR ATTENTION WHICH WAS CONTINUING AT THE END
OF SUCH FISCAL YEAR OR ON THE DATE OF THEIR CERTIFICATE, OR IF SUCH AN EVENT OF
DEFAULT OR