AS
TO THE SCOPE OF SUCH AUDIT;
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH OF THE FIRST THREE (3) FISCAL
QUARTERS OF EACH FISCAL YEAR OF THE BORROWER, A CONSOLIDATED BALANCE SHEET OF
THE BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL QUARTER, AND THE
RELATED (I) CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS FOR SUCH FISCAL
QUARTER AND FOR THE PORTION OF THE FISCAL YEAR THEN ENDED AND (II) CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR THE PORTION OF THE 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 AND CERTIFIED BY A RESPONSIBLE
OFFICER OF THE BORROWER AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS THE
FINANCIAL POSITION, RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS
OF THE BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH GAAP, SUBJECT ONLY TO
NORMAL YEAR-END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A
DETAILED CONSOLIDATED BUDGET FOR THE FOLLOWING FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF
THE END OF THE FOLLOWING FISCAL YEAR, THE RELATED CONSOLIDATED STATEMENTS OF
PROJECTED CASH FLOW AND PROJECTED INCOME AND A SUMMARY OF THE MATERIAL
UNDERLYING ASSUMPTIONS APPLICABLE THERETO), AND, AS SOON AS AVAILABLE,
SIGNIFICANT REVISIONS, IF ANY, OF SUCH BUDGET AND PROJECTIONS WITH RESPECT TO
SUCH FISCAL YEAR (COLLECTIVELY, THE "PROJECTIONS"), WHICH PROJECTIONS SHALL IN
EACH CASE BE ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT
SUCH PROJECTIONS ARE BASED ON ESTIMATES, INFORMATION AND ASSUMPTIONS BELIEVED BY
THE BORROWER TO BE REASONABLE AND THAT SUCH RESPONSIBLE OFFICER HAS NO REASON TO
BELIEVE THAT SUCH PROJECTIONS ARE INCORRECT OR MISLEADING IN ANY MATERIAL
RESPECT; AND
(D)
SIMULTANEOUSLY WITH THE DELIVERY OF EACH SET
OF CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 6.01(A) AND
6.01(B) ABOVE, THE RELATED CONSOLIDATING FINANCIAL STATEMENTS REFLECTING THE
ADJUSTMENTS NECESSARY TO ELIMINATE THE ACCOUNTS OF UNRESTRICTED SUBSIDIARIES (IF
ANY) FROM SUCH CONSOLIDATED FINANCIAL STATEMENTS.
Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this
Section 6.01 may be satisfied with respect to financial information of the
Borrower and the Restricted Subsidiaries by furnishing (A) the applicable
financial statements of any direct or indirect parent of the Borrower or (B) the
Borrower's (or any direct or indirect parent thereof) Form 10-K or 10-Q, as
applicable, filed with the SEC; provided that with respect to each of clauses
(A) and (B), (i) to the extent such information relates to a direct or indirect
parent of the Borrower, such information is accompanied by consolidating
information that explains in reasonable detail the differences between the
information relating to such parent of the Borrower, on the one hand, and the
information relating