SHEETS AND RELATED STATEMENTS FOR THE BORROWERS, EIT, CMC AND
CENTERLINE INVESTORS SHALL BE AUDITED BY DELOITTE & TOUCHE LLP OR OTHER
INDEPENDENT PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND SHALL BE ACCOMPANIED BY AN OPINION
OF SUCH ACCOUNTANTS (WHICH OPINION SHALL NOT BE QUALIFIED IN ANY MATERIAL
RESPECT), TO THE EFFECT THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS FAIRLY
PRESENT THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUCH PERSON AND ITS
CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED;
(B)
WITHIN FORTY-FIVE (45) DAYS WITH RESPECT TO CHC AND WITHIN SIXTY
(60) DAYS WITH RESPECT TO CCG, EIT, CMC AND CENTERLINE INVESTORS, AFTER THE END
OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR, EACH SUCH
PERSON'S CONSOLIDATED BALANCE SHEET, INCOME STATEMENT, STATEMENT OF EQUITY AND
CASH FLOW STATEMENT, AND, WITH RESPECT TO CCG AND CENTERLINE INVESTORS,
CONSOLIDATING BALANCE SHEET AND RELATED STATEMENT OF INCOME SHOWING THE
FINANCIAL CONDITION OF SUCH PERSON AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE
CLOSE OF SUCH FISCAL QUARTER AND THE RESULTS OF ITS OPERATIONS AND THE
OPERATIONS OF SUCH SUBSIDIARIES DURING SUCH FISCAL QUARTER AND THE THEN ELAPSED
PORTION OF THE FISCAL YEAR, AND COMPARATIVE FIGURES FOR THE SAME PERIODS IN THE
IMMEDIATELY PRECEDING FISCAL YEAR, ALL UNAUDITED AND CERTIFIED BY SUCH PERSON'S
CHIEF FINANCIAL OFFICER AS FAIRLY PRESENTING THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF SUCH PERSON AND ITS
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CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED (AND, IN THE CASE OF CCG AND
CENTERLINE INVESTORS, A CONSOLIDATING) BASIS IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS WITH
RESPECT TO CHC UNDER CLAUSE (A) OR (B) ABOVE, A CERTIFICATE SUBSTANTIALLY IN THE
FORM OF EXHIBIT 9.5.1(C) (A "COMPLIANCE CERTIFICATE") OF CHC'S CHIEF FINANCIAL
OFFICER OPINING AND CERTIFYING (I) THAT NO DEFAULT HAS OCCURRED OR, IF A DEFAULT
HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY CORRECTIVE ACTION
TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO AND (II) SETTING FORTH
COMPUTATIONS IN REASONABLE DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT
DEMONSTRATING COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTION 9.18.1, AND
SECTIONS 10.14 THROUGH 10.16 AND, (X) SETTING FORTH THE BORROWERS' CALCULATION
OF CONSOLIDATED EBITDA, FIXED CHARGES, FUNDED DEBT AND NET PROCEEDS,
(Y) CERTIFYING THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS ACTIVITIES, ASSETS
OR LIABILITIES OF ANY PERSON REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE
EFFECT, OR IF THERE HAS BEEN ANY SUCH CHANGE, DESCRIBING SUCH CHANGE IN
REASONABLE DETAIL, AND, (Z) CERTIFYING THAT THE BORROWERS AND THE GUARANTORS ARE
IN COMPLIANCE WITH SECTION 10.13;
(D)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY SUCH
PERSONS WITH THE SEC, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED
TO ITS SHAREHOLDERS, PARTNERS OR MEMBERS, AS THE CASE MAY BE;
(E)
PROMPTLY AFTER THE RECEIPT THEREOF BY ANY SUCH PERSON OR ANY
SUBSIDIARY, A