ALL MATERIAL RESPECTS THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES ON A
CONSOLIDATED AND CONSOLIDATING BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) OR (B) ABOVE, A CERTIFICATE IN A FORM REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT SIGNED BY A FINANCIAL OFFICER OF THE BORROWER
(I) CERTIFYING AS TO WHETHER A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS
OCCURRED, SPECIFYING THE DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE
TAKEN WITH RESPECT THERETO, AND (II) SETTING FORTH REASONABLY DETAILED
CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTION 7.11;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH
FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE
OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT (WHICH
CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR
GUIDELINES);
(E)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF
ALL PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY
THE BORROWER OR ANY RESTRICTED SUBSIDIARY WITH THE SECURITIES AND EXCHANGE
COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE
FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR
DISTRIBUTED BY THE BORROWER TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
(F)
FOR EACH SPONSORED PARTNERSHIP, UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT, PROMPTLY AFTER THE SENDING OR FILING THEREOF, COPIES OF
ALL TAX RETURNS WHICH SUCH SPONSORED PARTNERSHIP SENDS TO OR FILES WITH THE
INTERNAL REVENUE SERVICE, AND (B) FOR EACH SPONSORED PARTNERSHIP, UPON THE
REQUEST OF THE ADMINISTRATIVE AGENT, AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF SUCH PARTNERSHIP, THE
AUDITED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF OPERATIONS,
PARTNERS' EQUITY AND CASH FLOWS OF SUCH SPONSORED PARTNERSHIP AS OF THE END OF
AND FOR SUCH YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES
FOR THE PREVIOUS FISCAL YEAR, ALL REPORTED ON BY KPMG PEAT MARWICK LLP OR OTHER
INDEPENDENT PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
(WITHOUT A "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION AND WITHOUT ANY
QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT) TO THE EFFECT THAT
SUCH CONSOLIDATED FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUCH SPONSORED PARTNERSHIP
ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(G)
IF REQUESTED BY THE ADMINISTRATIVE AGENT FOR SUCH FISCAL
QUARTER, AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 30 DAYS OF THE END OF EACH
FISCAL QUARTER OF THE BORROWER, A SCHEDULE OF ALL CASH RECEIPTS AND OTHER
PAYMENTS RECEIVED BY ANY CREDIT PARTY WITH RESPECT TO ANY DIRECT INTERESTS AND
BY ANY SPONSORED PARTNERSHIP WITH RESPECT TO ANY ATTRIBUTED INTERESTS AND AS
SOON AS POSSIBLE AND IN