AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN 90
DAYS AFTER THE END OF EACH FISCAL YEAR, THE CONSOLIDATED AND CONSOLIDATING
BALANCE SHEETS OF HOLDINGS AS OF THE END OF SUCH YEAR AND RELATED CONSOLIDATED
AND CONSOLIDATING STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOW FOR
SUCH FISCAL YEAR, EACH PREPARED IN ACCORDANCE WITH GAAP, TOGETHER WITH (I) A
CERTIFICATION BY THE GROUP MEMBERS' ACCOUNTANTS THAT (1) SUCH CONSOLIDATED
FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOW OF HOLDINGS AS AT THE
DATES INDICATED AND FOR THE PERIODS INDICATED THEREIN IN ACCORDANCE WITH GAAP
WITHOUT QUALIFICATION AS TO THE SCOPE OF THE AUDIT OR AS TO GOING CONCERN AND
WITHOUT ANY OTHER SIMILAR QUALIFICATION AND (2) IN THE COURSE OF THE REGULAR
AUDIT OF THE BUSINESSES OF THE GROUP MEMBERS, WHICH AUDIT WAS CONDUCTED IN
ACCORDANCE WITH THE STANDARDS OF THE UNITED STATES' PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD (OR ANY SUCCESSOR ENTITY), SUCH GROUP MEMBERS' ACCOUNTANTS HAVE
OBTAINED NO KNOWLEDGE THAT A DEFAULT IN RESPECT OF ANY FINANCIAL COVENANT
CONTAINED IN ARTICLE V IS CONTINUING OR, IF IN THE OPINION OF THE GROUP MEMBERS'
ACCOUNTANTS SUCH A DEFAULT IS CONTINUING, A STATEMENT AS TO THE NATURE THEREOF
AND (II) A CALCULATION OF CONSOLIDATED EBITDA FOR SUCH FISCAL YEAR.
14.1.3
COMPLIANCE CERTIFICATE.
TOGETHER WITH EACH DELIVERY OF ANY FINANCIAL
STATEMENT PURSUANT TO CLAUSE (A) OR (B) ABOVE, A COMPLIANCE CERTIFICATE DULY
EXECUTED ON BEHALF OF THE BORROWER BY A RESPONSIBLE OFFICER OF THE BORROWER
THAT, AMONG OTHER THINGS, STATES THAT NO DEFAULT IS CONTINUING AS OF THE DATE OF
DELIVERY OF SUCH COMPLIANCE CERTIFICATE OR, IF A DEFAULT IS CONTINUING, STATES
THE NATURE THEREOF AND THE ACTION THAT THE BORROWER PROPOSES TO TAKE WITH
RESPECT THERETO.
14.1.4
CORPORATE CHART AND OTHER COLLATERAL UPDATES.
AS PART OF THE
COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO CLAUSE (C) ABOVE, EACH IN FORM AND
SUBSTANCE SATISFACTORY
62
TO THE ADMINISTRATIVE AGENT, A CERTIFICATE EXECUTED ON BEHALF OF THE BORROWER BY
A RESPONSIBLE OFFICER OF THE BORROWER THAT (I) THE CORPORATE CHART ATTACHED
THERETO (OR THE LAST CORPORATE CHART DELIVERED PURSUANT TO THIS CLAUSE (D)) IS
CORRECT AND COMPLETE AS OF THE DATE OF SUCH COMPLIANCE CERTIFICATE, (II) THE
LOAN PARTIES HAVE DELIVERED ALL DOCUMENTS (INCLUDING UPDATED SCHEDULES AS TO
LOCATIONS OF COLLATERAL AND ACQUISITION OF INTELLECTUAL PROPERTY OR REAL
PROPERTY) THEY ARE REQUIRED TO DELIVER PURSUANT TO ANY LOAN DOCUMENT ON OR PRIOR
TO THE DATE OF DELIVERY OF SUCH COMPLIANCE CERTIFICATE AND (III) COMPLETE AND
CORRECT COPIES OF ALL DOCUMENTS MODIFYING ANY TERM OF ANY CONSTITUENT DOCUMENT
OF ANY GROUP MEMBER OR ANY SUBSIDIARY OR JOINT VENTURE THEREOF ON OR PRIOR TO
THE DATE OF DELIVERY OF SUCH COMPLIANCE CERTIFICATE HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT OR ARE ATTACHED TO SUCH CERTIFICATE.
14.1.5
ADDITIONAL PROJECTIONS.
AS SOON AS AVAILABLE AND IN ANY EVENT NOT
LATER THAN 45 DAYS AFTER THE END OF EACH FISCAL YEAR, ANY SIGNIFICANT REVISIONS
TO, (I) THE ANNUAL