BORROWER, THE UNAUDITED CONSOLIDATED BALANCE SHEET OF
THE US BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH QUARTER
AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS
FOR SUCH QUARTER AND THE PORTION OF THE FISCAL YEAR
99
THROUGH THE END OF SUCH QUARTER, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM
THE FIGURES AS OF THE END OF AND FOR THE CORRESPONDING PERIOD IN THE PREVIOUS
YEAR, CERTIFIED BY A RESPONSIBLE OFFICER AS FAIRLY PRESENTING IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION OF THE US BORROWER AND ITS SUBSIDIARIES DURING
SUCH PERIOD (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS);
all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
6.2
Certificates; Other Information. Furnish to
each Agent and each Lender, or, in the case of clause (g), to the relevant
Lender:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.1(A), A CERTIFICATE OF THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS
STATING THAT IN MAKING THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS
OBTAINED OF ANY DEFAULT OR EVENT OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE (IT BEING UNDERSTOOD THAT SUCH CERTIFICATE SHALL BE LIMITED TO THE
ITEMS THAT INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ARE PERMITTED TO COVER IN
SUCH CERTIFICATES PURSUANT TO THEIR PROFESSIONAL STANDARDS AND CUSTOMS OF THE
PROFESSION);
(B)
CONCURRENTLY WITH THE DELIVERY OF ANY
FINANCIAL STATEMENTS PURSUANT TO SECTION 6.1, (I) A CERTIFICATE OF A RESPONSIBLE
OFFICER STATING THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, EACH
LOAN PARTY DURING SUCH PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND
OTHER AGREEMENTS, AND SATISFIED EVERY CONDITION, CONTAINED IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT, AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF
ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II)
(X) A COMPLIANCE CERTIFICATE SETTING FORTH (I) ALL INFORMATION AND CALCULATIONS
NECESSARY FOR DETERMINING COMPLIANCE BY THE US BORROWER AND ITS SUBSIDIARIES
WITH THE PROVISIONS OF THIS AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF
THE FISCAL QUARTER OR FISCAL YEAR OF THE US BORROWER, AS THE CASE MAY BE, (II)
THE CONSOLIDATED LEVERAGE RATIO AS OF THE LAST DAY OF THE FISCAL QUARTER OR
FISCAL YEAR OF THE US BORROWER, AS THE CASE MAY BE, AND (III) IN THE CASE OF A
COMPLIANCE CERTIFICATE DELIVERED WITH THE FINANCIAL STATEMENTS REQUIRED BY
SECTION 6.1(A) (COMMENCING WITH THE FISCAL YEAR OF THE US BORROWER ENDED
DECEMBER 31, 2008), SETTING FORTH THE US BORROWER'S CALCULATION OF ADJUSTED
EXCESS CASH FLOW AND EXCESS CASH FLOW FOR THE APPLICABLE EXCESS CASH FLOW
PERIOD, (Y) TO THE EXTENT NOT