outstanding and all Loans and
Letter of Credit Obligations, together with interest, Fees, Expenses and all
other Obligations then due and payable, are paid in full:
7.1
Financial Information.
The Borrower shall furnish to the
Administrative Agent (who shall then make available to the Lenders) the
following information within the following time periods:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 90 DAYS (OR 120 DAYS
IN THE CASE OF THE ITEM DESCRIBED IN CLAUSE (B) BELOW ONLY) AFTER THE END OF
EACH FISCAL YEAR OF HOLDINGS, (I) AUDITED FINANCIAL STATEMENTS OF HOLDINGS AS OF
THE CLOSE OF SUCH FISCAL YEAR AND FOR SUCH FISCAL YEAR, TOGETHER WITH A
COMPARISON TO THE FINANCIAL STATEMENTS FOR THE PRIOR YEAR, IN EACH CASE
ACCOMPANIED BY (A) A REPORT THEREON OF THE AUDITORS THEREOF UNQUALIFIED AS TO
SCOPE, WHICH REPORT SHALL STATE THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS
FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE DATE INDICATED AND THE RESULTS OF THEIR
OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP
(EXCEPT AS OTHERWISE STATED THEREIN) AND THAT THE EXAMINATION BY SUCH AUDITORS
HAS BEEN MADE IN ACCORDANCE WITH THE STANDARDS OF THE PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD (UNITED STATES), (B) SUCH AUDITORS' MANAGEMENT LETTER TO
HOLDINGS, AND (C) A WRITTEN STATEMENT SIGNED BY THE AUDITORS STATING THAT IN THE
COURSE OF THE ANNUAL AUDIT OF THE CONSOLIDATED FINANCIAL
100
STATEMENTS OF HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES, WHICH AUDIT WAS
CONDUCTED BY THE AUDITORS IN ACCORDANCE WITH THE STANDARDS OF THE PUBLIC COMPANY
ACCOUNTING OVERSIGHT BOARD (UNITED STATES), SUCH AUDITORS HAVE NOT OBTAINED ANY
KNOWLEDGE OF THE EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER ANY
PROVISION OF, IF APPLICABLE, SECTIONS 8.9, 8.10 OR 8.11 OF, THIS CREDIT
AGREEMENT, OR, IF SUCH AUDITORS SHALL HAVE OBTAINED FROM SUCH EXAMINATION ANY
SUCH KNOWLEDGE, THEY SHALL DISCLOSE IN SUCH WRITTEN STATEMENT THE EXISTENCE OF
THE DEFAULT OR EVENT OF DEFAULT AND THE NATURE THEREOF, IT BEING UNDERSTOOD THAT
SUCH AUDITORS SHALL NOT BE REQUIRED HEREUNDER TO PERFORM ANY SPECIAL AUDIT
PROCEDURES AND (II) A COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT O, WHICH CERTIFICATE SHALL
(A) INCLUDE A SCHEDULE IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT OF THE
CALCULATIONS USED IN DETERMINING, AS OF THE END OF SUCH FISCAL YEAR, WHETHER THE
BORROWER WAS IN COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLES 7 AND 8 OF
THIS CREDIT AGREEMENT FOR SUCH YEAR (IT BEING UNDERSTOOD AND AGREED THAT IF SUCH
CERTIFICATE IS DELIVERED WITH RESPECT TO A FISCAL YEAR FOR WHICH SECTIONS 8.9,
8.10 AND 8.11 ARE NOT BEING TESTED FOR A FISCAL PERIOD ENDING ON THE LAST DAY OF
SUCH FISCAL YEAR DUE TO NO TRIGGER EVENT HAVING OCCURRED, SUCH CERTIFICATE SHALL
STILL PROVIDE THE CALCULATIONS FOR SECTIONS 8.9, 8.10 AND 8.11 AS IF A TRIGGER
EVENT HAD OCCURRED AND SUCH FISCAL YEAR WERE A TEST PERIOD OR, IN THE