AND ITS SUBSIDIARIES AS AT THE END OF SUCH MONTH AND THE
RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH
MONTH AND THE PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH MONTH, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR,
CERTIFIED BY A RESPONSIBLE OFFICER AS BEING FAIRLY STATED IN ALL MATERIAL
RESPECTS (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES).
44
All such financial statements shall be complete and correct in all material
respects (subject to normal year-end audit adjustments and the absence of
footnotes, in each case if applicable), and shall be prepared in reasonable
detail and in accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (except as approved by such accountants
or officer, as the case may be, and disclosed therein).
Information required to be delivered pursuant to this Section 7.1 shall be
deemed to have been delivered to the Lenders on the date on which the Borrower
provides written notice to the Lenders that such information has been posted on
the Borrower's website on the Internet at . nwrgi.com or is available
on the website of the SEC at (to the extent such information
has been posted or is available as described in such notice).
Information
required to be delivered pursuant to this Section 7.1 may also be delivered by
electronic communication pursuant to procedures approved by the Administrative
Agent pursuant to Section 11.2.
7.2.
Certificates; Other Information.
Furnish to the Administrative
Agent and each Lender (or, in the case of clause (f), to the relevant Lender):
(A) CONCURRENTLY WITH THE DELIVERY OF ANY FINANCIAL STATEMENTS PURSUANT TO
SECTION 7.1, (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT, TO THE
BEST OF EACH SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, EACH LOAN PARTY DURING SUCH
PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND
SATISFIED EVERY CONDITION, CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY TO BE OBSERVED, PERFORMED OR SATISFIED BY IT,
AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR
EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II) IN THE CASE OF
QUARTERLY OR ANNUAL FINANCIAL STATEMENTS, (X) A COMPLIANCE CERTIFICATE
CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR DETERMINING COMPLIANCE
BY EACH GROUP MEMBER WITH THE PROVISIONS OF THIS AGREEMENT REFERRED TO THEREIN
AS OF THE LAST DAY OF THE FISCAL QUARTER OR FISCAL YEAR OF THE BORROWER, AS THE
CASE MAY BE, AND (Y) TO THE EXTENT NOT PREVIOUSLY DISCLOSED TO THE
ADMINISTRATIVE AGENT, A LISTING OF ANY INTELLECTUAL PROPERTY REGISTERED IN THE
UNITED STATES ACQUIRED BY ANY LOAN PARTY SINCE THE DATE OF THE MOST RECENT LIST
DELIVERED PURSUANT TO THIS CLAUSE (Y) (OR, IN THE CASE OF THE FIRST SUCH LIST SO
DELIVERED, SINCE THE CLOSING DATE);
(B) AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN 45 DAYS