NORMAL YEAR-END ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTE DISCLOSURES;
(B)
[INTENTIONALLY OMITTED];
(C)
WITHIN NINETY (90) DAYS AFTER THE END OF
EACH FISCAL YEAR, A CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF COMPANY AND
ITS CONSOLIDATED
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SUBSIDIARIES AS OF THE END OF SUCH FISCAL YEAR AND THE RELATED CONSOLIDATED AND
CONSOLIDATING STATEMENTS OF OPERATIONS, STOCKHOLDERS' EQUITY (OR THE COMPARABLE
ITEM, IF COMPANY IS NOT A CORPORATION) AND CASH FLOWS FOR SUCH FISCAL YEAR,
SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS
FISCAL YEAR AND THE FIGURES FOR SUCH FISCAL YEAR SET FORTH IN THE ANNUAL
OPERATING AND CAPITAL EXPENDITURE BUDGETS AND CASH FLOW FORECAST DELIVERED
PURSUANT TO SECTION 7.1(N), CERTIFIED (SOLELY WITH RESPECT TO SUCH CONSOLIDATED
STATEMENTS) WITHOUT QUALIFICATION (INCLUDING WITH RESPECT TO THE SCOPE OF AUDIT)
OR EXCEPTION BY INDEPENDENT PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING
AND ACCEPTABLE TO THE REQUIRED HOLDERS;
(D)
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS PURSUANT TO SECTIONS 7.1(A) AND 7.1(C) A COMPLIANCE CERTIFICATE;
(E)
[INTENTIONALLY OMITTED];
(F)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF
ALL REPORTS SUBMITTED TO ANY NOTE PARTY BY INDEPENDENT PUBLIC ACCOUNTANTS IN
CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL AUDIT OF THE FINANCIAL
STATEMENTS OF ANY NOTE PARTY MADE BY SUCH ACCOUNTANTS, INCLUDING ANY COMMENT
LETTER SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN CONNECTION WITH ANY AUDIT;
(G)
PROMPTLY UPON THEIR BEING ENTERED INTO,
COPIES OF ALL SWAP CONTRACTS ENTERED INTO BY ANY NOTE PARTY;
(H)
[INTENTIONALLY OMITTED];
(I)
PROMPTLY UPON ANY OFFICER OF ANY NOTE
PARTY OBTAINING KNOWLEDGE (I) OF THE EXISTENCE OF ANY EVENT OF DEFAULT OR
DEFAULT, OR BECOMING AWARE THAT THE HOLDER OF ANY DEBT OF ANY NOTE PARTY IN
EXCESS OF $500,000 HAS GIVEN ANY NOTICE OR TAKEN ANY OTHER ACTION WITH RESPECT
TO A CLAIMED DEFAULT THEREUNDER, (II) OF ANY CHANGE IN ANY NOTE PARTY'S
CERTIFIED ACCOUNTANT OR ANY RESIGNATION, OR DECISION NOT TO STAND FOR
RE-ELECTION, BY ANY INDEPENDENT MEMBER OF ANY NOTE PARTY'S BOARD OF DIRECTORS
(OR COMPARABLE BODY), (III) THAT ANY PERSON HAS GIVEN ANY NOTICE TO ANY NOTE
PARTY OR TAKEN ANY OTHER ACTION WITH RESPECT TO A CLAIMED DEFAULT UNDER ANY
MATERIAL CONTRACT, (IV) OF THE INSTITUTION OF ANY LITIGATION SEEKING EQUITABLE
RELIEF OR INVOLVING AN ALLEGED LIABILITY OF ANY NOTE PARTY EQUAL TO OR GREATER
THAN $500,000 OR ANY ADVERSE DETERMINATION IN ANY LITIGATION INVOLVING EQUITABLE
RELIEF OR A POTENTIAL LIABILITY OF ANY NOTE PARTY EQUAL TO OR GREATER THAN
$500,000 OR (V) ANY LOSS, DAMAGE OR DESTRUCTION OF ANY COLLATERAL HAVING A FAIR
MARKET VALUE IN EXCESS OF $500,000, WHETHER OR NOT COVERED BY INSURANCE, A
CERTIFICATE OF A RESPONSIBLE OFFICER OF COMPANY SPECIFYING THE NATURE AND PERIOD
OF EXISTENCE OF ANY SUCH CONDITION OR EVENT, OR SPECIFYING THE NOTICE GIVEN OR
ACTION TAKEN BY SUCH
28
HOLDER OR PERSON AND THE NATURE OF SUCH CLAIMED DEFAULT (INCLUDING ANY EVENT OF
DEFAULT OR DEFAULT), EVENT OR CONDITION, AND WHAT ACTION THE APPLICABLE NOTE
PARTY HAS TAKEN, IS TAKING OR PROPOSES