(OR, IF EARLIER, THE DATE FIVE DAYS AFTER THE DATE BY WHICH
THE COMPANY SHALL BE REQUIRED TO SUBMIT ITS FORM 10-Q (OR ANY SUCCESSOR FORM) TO
THE COMMISSION WITH RESPECT TO SUCH FISCAL QUARTER), (X) A CONSOLIDATED BALANCE
SHEET OF THE COMPANY AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL QUARTER,
AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS'
EQUITY AND CASH FLOWS FOR SUCH FISCAL QUARTER AND FOR THE PORTION OF THE
COMPANY'S 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,
SUCH CONSOLIDATED STATEMENTS TO BE CERTIFIED BY A RESPONSIBLE OFFICER OF THE
COMPANY AS FAIRLY PRESENTING THE FINANCIAL CONDITION, RESULTS OF OPERATIONS,
SHAREHOLDERS' EQUITY AND CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES IN
ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES AND (Y) CONSOLIDATING STATEMENTS OF INCOME OR OPERATIONS
FOR THE COMPANY AND ITS SUBSIDIARIES TO THE EXTENT THAT SUCH FINANCIAL
STATEMENTS ARE PREPARED AND DISTRIBUTED TO THE SENIOR MANAGEMENT OF THE COMPANY
WITH RESPECT TO SUCH FISCAL QUARTER, SUCH CONSOLIDATING STATEMENTS TO BE
CERTIFIED BY A RESPONSIBLE OFFICER OF THE COMPANY TO THE EFFECT THAT SUCH
STATEMENTS ARE FAIRLY STATED IN ALL MATERIAL RESPECTS WHEN CONSIDERED IN
RELATION TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES.
As to any information contained in materials furnished pursuant to Section
6.02(d), the Company shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Company to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.
6.02
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE ADMINISTRATIVE
AGENT AND EACH LENDER, IN FORM AND DETAIL SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE REQUIRED LENDERS:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A) AND (B), A DULY COMPLETED COMPLIANCE CERTIFICATE
SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY;
67
(B)
PROMPTLY AFTER ANY REQUEST BY THE ADMINISTRATIVE AGENT OR ANY
LENDER, COPIES OF ANY DETAILED AUDIT REPORTS, MANAGEMENT LETTERS OR
RECOMMENDATIONS SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS) OF THE COMPANY BY INDEPENDENT ACCOUNTANTS IN CONNECTION
WITH THE ACCOUNTS OR BOOKS OF THE COMPANY OR ANY SUBSIDIARY, OR ANY AUDIT OF ANY
OF THEM;
(C)
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL
REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT TO
THE STOCKHOLDERS OF THE COMPANY, AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND
SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH THE COMPANY MAY FILE OR BE
REQUIRED TO FILE WITH THE SEC UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AND NOT OTHERWISE REQUIRED TO BE DELIVERED TO THE
ADMINISTRATIVE