FIRM OF NATIONALLY RECOGNIZED STANDING OR OTHERWISE
NOT OBJECTED TO BY THE REQUIRED LENDERS, WHICH REPORT AND OPINION SHALL BE
PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS AND 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; AND
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 55 DAYS AFTER THE
END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF THE
PARENT, A CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS SUBSIDIARIES AS AT
THE END OF SUCH FISCAL QUARTER, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME OR OPERATIONS AND CASH FLOWS FOR SUCH FISCAL QUARTER AND FOR THE PORTION
OF THE PARENT'S FISCAL YEAR THEN ENDED, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING FISCAL QUARTER OF THE
PREVIOUS FISCAL YEAR AND THE CORRESPONDING PORTION OF THE PREVIOUS FISCAL YEAR,
ALL IN REASONABLE DETAIL, SUCH CONSOLIDATED STATEMENTS TO BE CERTIFIED BY THE
CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE
PARENT AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND CASH FLOWS OF THE PARENT AND ITS SUBSIDIARIES IN
ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES.
As to any information contained in materials furnished pursuant to Section
6.02(c), the Parent shall not be separately required to furnish such information
under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation
of the obligation of the Parent to furnish the information and materials
described in Sections 6.01(a) and (b) above at the times specified therein.
6.02
Certificates; Other Information.
Deliver to the Administrative
Agent on behalf of each Lender (and the Administrative Agent will make available
to each Lender):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.01(A), A CERTIFICATE OF REGISTERED PUBLIC ACCOUNTING
FIRM CERTIFYING SUCH FINANCIAL STATEMENTS;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A) AND (B), A DULY COMPLETED COMPLIANCE CERTIFICATE
SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR
CONTROLLER OF THE PARENT;
(C)
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL
REPORT, PROXY OR FINANCIAL STATEMENT SENT TO THE STOCKHOLDERS OF THE PARENT, AND
COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION
STATEMENTS WHICH THE PARENT MAY FILE OR BE REQUIRED TO FILE WITH THE SEC UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, OR WITH ANY CANADIAN
SECURITIES REGULATORS, AND IN ANY CASE NOT OTHERWISE REQUIRED TO BE DELIVERED TO
THE ADMINISTRATIVE AGENT PURSUANT HERETO;
(D)
PROMPTLY AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER RECEIPT
THEREOF BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, COPIES OF EACH NOTICE OR
OTHER CORRESPONDENCE RECEIVED FROM THE SEC (OR COMPARABLE AGENCY IN ANY
APPLICABLE NON-U.S. JURISDICTION, INCLUDING WITHOUT LIMITATION ANY CANADIAN
SECURITIES REGULATORS) CONCERNING ANY