COMPARATIVE FORM THE CORRESPONDING FIGURES AS
OF THE END OF AND FOR THE PRECEDING FISCAL YEAR AND PREPARED IN ACCORDANCE WITH
GAAP AND, IF APPLICABLE, CONTAINING DISCLOSURE OF THE EFFECT ON THE FINANCIAL
POSITION OR RESULTS OF OPERATIONS OF ANY CHANGE IN THE APPLICATION OF ACCOUNTING
PRINCIPLES AND PRACTICES DURING THE YEAR.
SUCH ANNUAL FINANCIAL STATEMENTS
SHALL BE AUDITED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM ACCEPTABLE
TO THE ADMINISTRATIVE AGENT, AND ACCOMPANIED BY A REPORT THEREON BY SUCH
CERTIFIED PUBLIC ACCOUNTANTS THAT IS NOT QUALIFIED WITH RESPECT TO SCOPE
LIMITATIONS IMPOSED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO
ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES NOT IN
ACCORDANCE WITH GAAP.
DELIVERY BY THE COMPANY TO THE ADMINISTRATIVE AGENT AND
THE LENDERS OF THE COMPANY'S ANNUAL REPORT TO THE SEC ON FORM 10-K WITH RESPECT
TO ANY FISCAL YEAR, OR THE AVAILABILITY OF SUCH REPORT ON EDGAR ONLINE, WITHIN
THE PERIOD SPECIFIED ABOVE SHALL BE DEEMED TO BE COMPLIANCE BY THE COMPANY WITH
THIS SECTION 7.1(B).
(C)
DELIVERY OF INFORMATION.
INFORMATION REQUIRED TO BE DELIVERED
PURSUANT TO THIS SECTION 7.1 SHALL BE DEEMED TO HAVE BEEN DELIVERED IF SUCH
INFORMATION, OR ONE OR MORE ANNUAL, QUARTERLY OR OTHER REPORTS CONTAINING SUCH
INFORMATION, SHALL HAVE BEEN POSTED BY THE ADMINISTRATIVE AGENT ON AN
INTRALINKS, SYNDTRAK ONLINE OR SIMILAR SITE TO WHICH THE LENDERS HAVE BEEN
GRANTED ACCESS; PROVIDED THAT THE COMPANY SHALL DELIVER PAPER COPIES OF SUCH
INFORMATION TO THE ADMINISTRATIVE AGENT OR ANY LENDER THAT REQUESTS SUCH
DELIVERY; AND PROVIDED FURTHER THAT SUCH INFORMATION SHALL ONLY BE DEEMED TO
HAVE BEEN DELIVERED WHEN POSTED ON ANY SUCH WEBSITE UPON NOTIFICATION OF SUCH
POSTING.
SECTION 7.2
Officer's Compliance Certificate.
No later than ten (10)
days following the delivery of financial statements pursuant to Sections 7.1(a)
or (b), but in all events within the applicable time period required for
delivery of such financial statements pursuant to such Sections, and at such
other times as the Administrative Agent shall reasonably request, an Officer's
Compliance Certificate.
SECTION 7.3
Other Reports.
(A)
EXCEPT AS SET FORTH IN SECTION 7.1(A) AND SECTION 7.1(B), PROMPTLY
UPON THEIR BECOMING AVAILABLE, AND, TO THE EXTENT APPLICABLE, ONE COPY OF (I)
EACH FINANCIAL STATEMENT, REPORT, NOTICE OR PROXY STATEMENT SENT BY THE COMPANY
OR ANY SUBSIDIARY TO PUBLIC SECURITIES HOLDERS GENERALLY AND (II) EACH REGULAR
OR PERIODIC REPORT, EACH REGISTRATION STATEMENT (WITHOUT EXHIBITS EXCEPT AS
EXPRESSLY REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER), AND EACH
PROSPECTUS AND ALL AMENDMENTS THERETO FILED BY THE COMPANY OR ANY SUBSIDIARY
WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL PRESS RELEASES AND OTHER
STATEMENTS MADE AVAILABLE
57
GENERALLY BY THE COMPANY OR ANY SUBSIDIARY TO THE PUBLIC CONCERNING MATERIAL
DEVELOPMENTS; PROVIDED, THAT (A) DELIVERY BY THE COMPANY TO THE ADMINISTRATIVE
AGENT OF THE COMPANY'S RELATED FORM 8-K WITHIN THE TIME PERIODS REQUIRED BY THE
EXCHANGE ACT OR (B) THE POSTING OF PRESS RELEASES ON THE COMPANY'S WEBSITE SHALL
BE DEEMED TO BE COMPLIANCE