A
BALANCE SHEET AS OF SUCH DATE, AND A STATEMENT OF INCOME AND CASH FLOWS FOR SUCH
PERIOD, REFLECTING ON A COMBINED BASIS, FOR SUBSIDIARIES AND ON A COMBINED BASIS
FOR 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
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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.
DELIVERY.
INFORMATION OR DOCUMENTS
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7.1(A),
SECTION 7.1(B) OR
SECTION 7.2(F) SHALL BE DEEMED TO HAVE BEEN DELIVERED ON THE DATE ON WHICH SUCH
INFORMATION OR DOCUMENT IS ACTUALLY AVAILABLE FOR REVIEW BY THE LENDERS AND
EITHER (I) HAS BEEN POSTED BY THE BORROWER ON THE BORROWER'S WEBSITE AT
OR AT OR (II) HAS BEEN POSTED ON THE
BORROWER'S BEHALF ON INTRALINKS/INTRAAGENCY.
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.
15.2.
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 UNMATURED EVENT OF DEFAULT HAS COME TO THEIR ATTENTION, THE
CERTIFICATE SHALL INDICATE THE NATURE OF SUCH EVENT OF DEFAULT OR UNMATURED
EVENT OF DEFAULT;
B.
OFFICER'S CERTIFICATES.
CONCURRENTLY
WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 7.1(A) AND
7.1(B), A CERTIFICATE OF A RESPONSIBLE FINANCIAL OFFICER SUBSTANTIALLY IN THE
FORM OF EXHIBIT 7.2(B) (A "COMPLIANCE CERTIFICATE") STATING THAT, TO THE BEST OF
SUCH OFFICER'S KNOWLEDGE, (I)