EVENT NOT LATER THAN 45 DAYS AFTER THE
END OF EACH OF THE FIRST THREE QUARTERLY PERIODS OF EACH FISCAL YEAR OF
HOLDINGS, THE UNAUDITED CONSOLIDATED BALANCE SHEET OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH QUARTER AND THE RELATED
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOWS FOR SUCH QUARTER
AND THE PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH QUARTER, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR,
CERTIFIED BY A RESPONSIBLE OFFICER AS BEING FAIRLY STATED IN ALL MATERIAL
RESPECTS (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES); AND
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 30 DAYS AFTER THE
END OF EACH MONTH OCCURRING DURING EACH FISCAL YEAR OF HOLDINGS, CALCULATIONS
SHOWING THE CONSOLIDATED FINANCIAL STATUS OF HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT L, AS AT THE END OF SUCH
MONTH AND THE PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH MONTH.
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, and except for such non-GAAP measurements as are required
in Exhibit L).
7.2.
Certificates; Other Information.
Furnish to the Administrative
Agent and each Lender (or, in the case of clause (f), to the relevant Lender):
61
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 7.1(A), 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 ANY FINANCIAL STATEMENTS PURSUANT TO
SECTION 7.1(A) OR (B), (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT
SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF
DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE AND (II) (X) A COMPLIANCE
CERTIFICATE CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR
DETERMINING COMPLIANCE BY EACH GROUP MEMBER WITH THE PROVISIONS OF SECTIONS 8.1
AND 8.7 OF THIS AGREEMENT REFERRED TO THEREIN AS OF THE LAST DAY OF THE FISCAL
QUARTER OR FISCAL YEAR OF THE BORROWER, AS THE CASE MAY BE, AND, IF APPLICABLE,
FOR DETERMINING THE APPLICABLE MARGINS, AND (Y) TO THE EXTENT NOT PREVIOUSLY
DISCLOSED TO THE ADMINISTRATIVE AGENT, A LISTING OF ANY FEDERALLY REGISTERED OR
RECORDED INTELLECTUAL PROPERTY, INCLUDING INTELLECTUAL PROPERTY FOR WHICH AN
APPLICATION OR FILING HAS BEEN MADE OR IS PENDING IN THE UNITED STATES, ACQUIRED
BY ANY LOAN PARTY SINCE THE DATE OF THE MOST RECENT LIST DELIVERED PURSUANT TO
THIS CLAUSE (Y) (OR, IN THE CASE OF THE FIRST SUCH LIST SO DELIVERED, SINCE THE
CLOSING DATE);
(C)
AS SOON AS AVAILABLE,