CASH FLOWS FOR SUCH PERIOD,
REFLECTING ON A COMBINED BASIS, FOR SUBSIDIARIES AND ON A COMBINED BASIS FOR
UNRESTRICTED SUBSIDIARIES, THE CONSOLIDATING ENTRIES FOR EACH OF SUCH TYPES OF
SUBSIDIARIES; ALL SUCH FINANCIAL STATEMENTS SHALL BE COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS AND SHALL BE PREPARED IN ACCORDANCE WITH GAAP APPLIED
CONSISTENTLY THROUGHOUT THE PERIODS REFLECTED THEREIN AND WITH PRIOR PERIODS
(EXCEPT AS APPROVED BY THE ACCOUNTANTS PREPARING SUCH STATEMENTS OR THE
RESPONSIBLE FINANCIAL OFFICER, AS THE CASE MAY BE, AND DISCLOSED THEREIN) AND,
IN THE CASE OF THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO IN THIS SECTION
7.1(B), ACCOMPANIED BY A REPORT THEREON OF DELOITTE & TOUCHE LLP OR SUCH OTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH
REPORT
99
SHALL CONTAIN NO "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION OR ANY
QUALIFICATION AND SHALL STATE THAT SUCH FINANCIAL STATEMENTS PRESENT FAIRLY THE
FINANCIAL POSITION OF BORROWER AND ITS SUBSIDIARIES AS AT THE DATES INDICATED
AND THE RESULTS OF THEIR OPERATIONS AND CASH FLOW FOR THE PERIODS INDICATED IN
CONFORMITY WITH GAAP.
(C)
DELIVERY.
INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 7.1(A) OR SECTION 7.1(B) SHALL BE DEEMED TO HAVE BEEN DELIVERED ON THE
DATE ON WHICH (I) SUCH INFORMATION IS ACTUALLY AVAILABLE FOR REVIEW BY THE
LENDERS AND EITHER (A) HAS BEEN POSTED BY THE BORROWER ON THE BORROWER'S WEBSITE
AT OR AT OR (B) HAS BEEN POSTED ON
THE BORROWER'S BEHALF ON INTRALINKS/INTRAAGENCY AND (II) THE BORROWER PROVIDES
NOTICE TO THE LENDERS THAT SUCH INFORMATION IS AVAILABLE AND DESIGNATES ONE OR
MORE OF THE ABOVE WEBSITES ON WHICH SUCH INFORMATION IS LOCATED.
AT THE REQUEST
OF THE ADMINISTRATIVE AGENT, THE BORROWER WILL PROVIDE BY ELECTRONIC MAIL
ELECTRONIC VERSIONS (I.E., SOFT COPIES) OF ALL DOCUMENTS CONTAINING SUCH
INFORMATION.
7.2
CERTIFICATES; OTHER INFORMATION
Furnish to the Administrative Agent for distribution to each Lender (or, if
specified below, to the Administrative Agent):
(A)
ACCOUNTANT'S CERTIFICATES.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1(B), TO THE EXTENT NOT CONTRARY
TO THE THEN CURRENT RECOMMENDATIONS OF THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS, A CERTIFICATE FROM DELOITTE & TOUCHE OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING, STATING THAT, IN
THE COURSE OF THEIR ANNUAL AUDIT OF THE BOOKS AND RECORDS OF THE BORROWER, NO
EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT WITH RESPECT TO ARTICLES VII,
VIII AND IX, INSOFAR AS THEY RELATE TO ACCOUNTING AND FINANCIAL MATTERS, HAS
COME TO THEIR ATTENTION WHICH WAS CONTINUING AT THE END OF SUCH FISCAL YEAR OR
ON THE DATE OF THEIR CERTIFICATE, OR IF SUCH AN EVENT OF DEFAULT OR UNMATURED
EVENT OF DEFAULT HAS COME TO THEIR ATTENTION, THE CERTIFICATE SHALL INDICATE THE
NATURE OF SUCH EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT;
(B)
OFFICER'S CERTIFICATES.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 7.1(A) AND 7.1(B), A CERTIFICATE OF
A RESPONSIBLE FINANCIAL OFFICER SUBSTANTIALLY IN THE FORM OF EXHIBIT 7.2(B) (A
"COMPLIANCE