Common use of Certain Qualifications Clause in Contracts

Certain Qualifications. Notwithstanding the foregoing, the obligations in Section 9.1 (a) and (b) above may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations, (B) the consolidated financial statements of the Borrower and its Subsidiaries, or (C) the financials of Ultimate Parent; provided that (i) to the extent such information relates to a parent company of the Borrower, including Ultimate Parent (unless such parent company is a predecessor of the Borrower for the applicable reporting period), such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on 91 the other hand (including an audited annual or unaudited quarterly, as applicable, reconciliation for the Borrower and its Subsidiaries), and (ii) to the extent such information referred to in clauses (A), (B) or (C) above is in lieu of information required to be provided under Section 9.1(b) above, such materials are accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness) or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder (including the financial covenants under Section 11.15)) on which such opinion is based of independent public accountants of recognized national standing, which opinion shall state that such annual financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.

Certain Qualifications. (a) Notwithstanding the foregoing, the obligations in Section 9.1 (a5.1(a) and (b) above may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations, (B) the consolidated financial statements of the Borrower and its Subsidiaries, or (C) the financials of Ultimate Parent; provided that (i) to the extent such information relates to a parent company of the Borrower, including Ultimate Parent (unless such parent company is a predecessor of the Borrower for the applicable reporting period), such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on 91 the other hand (including an audited annual or unaudited quarterly, as applicable, reconciliation for the Borrower and its Subsidiaries), and (ii) to the extent such information referred to in clauses (A), (B) or (C) above is in lieu of information required to be provided under Section 9.1(b5.1(b) above, such materials are accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness) or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder (including the financial covenants under Section 11.15any applicable Senior Financial Covenants)) on which such opinion is based of independent public accountants of recognized national standing, which opinion shall state that such annual financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances. (b) Documents required to be delivered pursuant to this Article V may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery of (except at the request of the Required Lenders) or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.