THAN 105 DAYS), A COPY OF THE
CONSOLIDATING AND CONSOLIDATED BALANCE SHEET OF BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE END OF SUCH YEAR AND THE RELATED CONSOLIDATING AND
CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH YEAR, AND SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR AND
SUCH CONSOLIDATED STATEMENTS SHALL BE ACCOMPANIED BY A BALANCE SHEET AS OF SUCH
DATE, AND A STATEMENT OF INCOME AND CASH FLOWS FOR SUCH PERIOD, REFLECTING ON A
COMBINED BASIS, FOR RESTRICTED 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
65
THEREON OF DELOITTE & TOUCHE OR SUCH OTHER INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH REPORT SHALL CONTAIN NO
"GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION OR ANY QUALIFICATION OR
EXCEPTION AS TO THE SCOPE OF SUCH AUDIT 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)
MONTHLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE, BUT IN ANY
EVENT WITHIN THIRTY (30) DAYS AFTER THE END OF EACH MONTH (OTHER THAN THE LAST
MONTH OF ANY FISCAL QUARTER) OF BORROWER, UNAUDITED FINANCIAL STATEMENTS
CONSISTING OF A CONSOLIDATED BALANCE SHEET AS AT THE END OF SUCH MONTH AND
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF BORROWER AND ITS RESTRICTED
SUBSIDIARIES, CONSOLIDATED AND BUSINESS SEGMENT STATEMENTS OF OPERATIONS FOR
SUCH MONTH AND FOR THE FISCAL YEAR THROUGH SUCH MONTH, SETTING FORTH IN EACH
CASE IN COMPARATIVE FORM THE FIGURES FOR THE COMPARATIVE MONTH FOR THE PREVIOUS
FISCAL YEAR, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS ALL IN REASONABLE
DETAIL AND CERTIFIED ON BEHALF OF BORROWER BY A RESPONSIBLE OFFICER OF BORROWER
AS HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
7.2
CERTIFICATES; OTHER INFORMATION.
Furnish to each Lender (or, if specified below, to 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 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