OR 6.1(B) FOR THE APPLICABLE PERIOD), THE UNAUDITED CONSOLIDATED
BALANCE SHEET OF BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH MONTH AND
THE RELATED UNAUDITED STATEMENTS OF INCOME OF THE BORROWER AND ITS SUBSIDIARIES
FOR SUCH MONTH AND FOR THE PORTION OF THE FISCAL YEAR OF THE BORROWER THROUGH
SUCH DATE, IN THE FORM AND DETAIL SIMILAR TO THOSE CUSTOMARILY PREPARED BY THE
BORROWER'S MANAGEMENT FOR INTERNAL USE AS IN EFFECT ON OR PRIOR TO THE CLOSING
DATE, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE CONSOLIDATED FIGURES
FOR THE CORRESPONDING FISCAL MONTH OF THE PREVIOUS YEAR, CERTIFIED BY THE CHIEF
FINANCIAL OFFICER, CONTROLLER OR TREASURER OF THE BORROWER AS BEING FAIRLY
STATED IN ALL MATERIAL RESPECTS;
All such financial statements shall be complete and correct in all material
respects 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).
6.2
CERTIFICATES; OTHER INFORMATION.
FURNISH TO
THE ADMINISTRATIVE AGENT AND EACH LENDER (OR, IN THE CASE OF CLAUSE (H), TO THE
RELEVANT LENDER):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE
CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.1(A), A LETTER FROM
THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH FINANCIAL
STATEMENTS STATING THAT IN MAKING THE EXAMINATION NECESSARY TO EXPRESS THEIR
OPINION ON SUCH FINANCIAL STATEMENTS NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR
UNMATURED DEFAULT, EXCEPT AS SPECIFIED IN SUCH LETTER;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 6.1(A) AND (B), A CERTIFICATE OF
THE CHIEF FINANCIAL OFFICER OF THE BORROWER SUBSTANTIALLY IN THE FORM OF
EXHIBIT B HERETO (I) STATING THAT, TO THE BEST OF SUCH OFFICER'S KNOWLEDGE, EACH
OF THE BORROWER AND ITS SUBSIDIARIES HAS OBSERVED OR PERFORMED ALL OF ITS
COVENANTS AND OTHER AGREEMENTS, AND SATISFIED EVERY CONDITION, CONTAINED IN THIS
AGREEMENT, THE NOTES AND THE OTHER
40
LOAN DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY IT, AND THAT SUCH
OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR UNMATURED DEFAULT EXCEPT AS
SPECIFIED IN SUCH CERTIFICATE, (II) SHOWING IN DETAIL AS OF THE END OF THE
RELATED FISCAL PERIOD THE FIGURES AND CALCULATIONS SUPPORTING SUCH STATEMENT IN
RESPECT OF SECTIONS 7.1(A) THROUGH 7.1(C), (III) IF NOT SPECIFIED IN THE
FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 6.1, SPECIFYING THE AGGREGATE
AMOUNT OF INTEREST PAID OR ACCRUED BY THE BORROWER AND ITS SUBSIDIARIES, AND THE
AGGREGATE AMOUNT OF DEPRECIATION, DEPLETION AND AMORTIZATION CHARGED ON THE
BOOKS OF THE BORROWER AND ITS SUBSIDIARIES, DURING SUCH ACCOUNTING PERIOD AND
(IV) LISTING ALL CONTINGENT OBLIGATIONS OF THE TYPE DESCRIBED IN SECTION 7.3(A)
AND ALL INDEBTEDNESS (OTHER THAN INDEBTEDNESS HEREUNDER) IN EACH CASE INCURRED
SINCE THE DATE OF THE PREVIOUS CONSOLIDATED BALANCE SHEET OF THE BORROWER
DELIVERED PURSUANT TO SECTION 6.1(A) OR (B);
(C)
CONCURRENTLY WITH THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.1(A) AND (B), A MANAGEMENT SUMMARY DESCRIBING AND