EARNINGS
AND OF CASH FLOWS FOR THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR SUCH
QUARTERLY PERIOD AND FOR THE PORTION OF THE FISCAL YEAR ENDING WITH SUCH PERIOD,
IN EACH CASE SETTING FORTH IN COMPARATIVE FORM CONSOLIDATED FIGURES FOR THE
CORRESPONDING PERIOD OR PERIODS OF THE PRECEDING FISCAL YEAR (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS);
(C)
ANNUAL BUDGET PLAN AND FINANCIAL PROJECTIONS.
AS SOON AS
AVAILABLE, BUT IN ANY EVENT WITHIN SIXTY (60) DAYS AFTER THE BEGINNING OF EACH
FISCAL YEAR, A COPY OF DETAILED PROJECTIONS OF THE INCOME STATEMENTS, CASH FLOW
AND BALANCE SHEETS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR EACH
FISCAL YEAR THROUGH THE MATURITY DATE, IN FORM AND DETAIL REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, TOGETHER WITH A SUMMARY OF
THE MATERIAL ASSUMPTIONS MADE IN THE PREPARATION OF SUCH ANNUAL BUDGET OR PLAN
AND FINANCIAL PROJECTIONS;
all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section 1.3.
56
SECTION 5.2
CERTIFICATES; OTHER INFORMATION.
Furnish to the Administrative Agent and each of the Lenders:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 5.1(A) ABOVE, A CERTIFICATE OF THE INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING
THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR
EVENT OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 5.1(A) AND 5.1(B) ABOVE, A CERTIFICATE OF A RESPONSIBLE
OFFICER STATING THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, EACH
OF THE CREDIT PARTIES DURING SUCH PERIOD OBSERVED OR PERFORMED IN ALL MATERIAL
RESPECTS ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND SATISFIED IN ALL
MATERIAL RESPECTS EVERY CONDITION, CONTAINED IN THIS AGREEMENT 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 SUCH CERTIFICATE SHALL INCLUDE THE CALCULATIONS IN REASONABLE
DETAIL REQUIRED TO INDICATE COMPLIANCE WITH SECTIONS 5.9, 6.1 AND 6.4(B);
(C)
WITHIN THIRTY (30) DAYS AFTER THE SAME ARE SENT, COPIES OF ALL
REPORTS (OTHER THAN THOSE OTHERWISE PROVIDED PURSUANT TO SECTION 5.1 AND THOSE
WHICH ARE OF A PROMOTIONAL NATURE) AND OTHER FINANCIAL INFORMATION WHICH THE
BORROWER SENDS TO ITS SHAREHOLDERS OR NOTEHOLDERS GENERALLY, AND WITHIN THIRTY
DAYS AFTER THE SAME ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS AND
NON-CONFIDENTIAL REPORTS WHICH THE BORROWER MAY MAKE TO, OR