(PROVIDED THAT THE BORROWER SHALL PROVIDE A HISTORICAL RECONCILIATION
FOR THE PRIOR PERIOD ADDRESSING ANY SUCH CHANGE IN ACCOUNTING PRACTICES) OR
(II) ITS FISCAL YEAR WITHOUT THE PRIOR WRITTEN CONSENT
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OF THE ADMINISTRATIVE AGENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED.
SECTION 7.03
REPORTING REQUIREMENTS. THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT:
(A)
QUARTERLY FINANCIAL STATEMENTS. AS
SOON AS AVAILABLE AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF
THE FIRST THREE (3) FISCAL QUARTERS OF EACH FISCAL YEAR, UNAUDITED FINANCIAL
STATEMENTS, INCLUDING BALANCE SHEETS, STATEMENTS OF INCOME AND CASH FLOWS FOR
THE BORROWER AND THE GUARANTOR FOR SUCH FISCAL QUARTER AND FOR THE PERIOD
COMMENCING AT THE END OF THE PREVIOUS FISCAL YEAR AND ENDING WITH THE END OF
SUCH FISCAL QUARTER, PREPARED IN ACCORDANCE WITH GAAP.
(B)
ANNUAL FINANCIAL STATEMENTS. AS SOON
AS AVAILABLE AND IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH
FISCAL YEAR, A COPY OF THE ANNUAL AUDIT REPORT FOR SUCH FISCAL YEAR FOR EACH OF
THE BORROWER AND THE GUARANTOR INCLUDING THEREIN BALANCE SHEETS AS OF THE END OF
SUCH FISCAL YEAR AND STATEMENTS OF INCOME AND CASH FLOWS FOR SUCH FISCAL YEAR,
AND ACCOMPANIED BY AN UNQUALIFIED OPINION OF THE AUDITORS STATING THAT SUCH
FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL
POSITION OF THE BORROWER OR THE GUARANTOR (AS APPLICABLE)
FOR THE PERIODS
INDICATED IN CONFORMITY WITH GAAP APPLIED ON A BASIS CONSISTENT WITH PRIOR
PERIODS, WHICH REPORT AND OPINION SHALL NOT BE SUBJECT TO ANY "GOING CONCERN" OR
LIKE QUALIFICATION OR EXCEPTION OR ANY QUALIFICATION OR EXCEPTION AS TO THE
SCOPE OF SUCH AUDIT.
(C)
CERTIFICATE OF FINANCIAL OFFICER.
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 7.03(A) AND (B) (REPORTING REQUIREMENTS), A CERTIFICATE EXECUTED BY A
FINANCIAL OFFICER OF THE APPLICABLE LOAN PARTY (BUT TO THE EXTENT ANY LOAN PARTY
IS A PUBLIC COMPANY SUBJECT TO THE REPORTING REQUIREMENTS OF THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"), DELIVERY OF REPORT FILED WITH THE SEC WILL SATISFY
ALL REPORTING REQUIREMENTS UNDER THIS SECTION 7.03(C)) STATING THAT:
(I)
SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUCH
PERSON ON THE DATES AND FOR THE PERIODS INDICATED IN ACCORDANCE WITH GAAP
SUBJECT, IN THE CASE OF INTERIM FINANCIAL STATEMENTS, TO THE ABSENCE OF NOTES
AND NORMALLY RECURRING YEAR-END ADJUSTMENTS;
(II)
SUCH FINANCIAL OFFICER HAS REVIEWED THE TERMS OF
THE FINANCING DOCUMENTS AND HAS MADE, OR CAUSED TO BE MADE UNDER HIS OR HER
SUPERVISION, A REVIEW IN REASONABLE DETAIL OF THE BUSINESS AND
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FINANCIAL CONDITION OF SUCH PERSON DURING THE ACCOUNTING PERIOD COVERED BY SUCH
FINANCIAL STATEMENTS; AND
(III)
AS A RESULT OF SUCH REVIEW SUCH FINANCIAL OFFICER
HAS CONCLUDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED DURING THE PERIOD
COVERED BY SUCH FINANCIAL STATEMENTS THROUGH AND INCLUDING THE DATE OF SUCH
CERTIFICATE OR, IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED,