WEEK PRECEDING SUCH DELIVERY, IN WHICH CASE THE CALCULATION
THEREUNDER WITH RESPECT TO INVENTORY SHALL BE BASED UPON GOOD FAITH ESTIMATES BY
THE
LOAN PARTIES) AND, IN THE CASE OF SUB-CLAUSE (II) ABOVE, AFTER GIVING
EFFECT TO SUCH EVENT.
EACH SUCH BORROWING BASE CERTIFICATE SHALL INCLUDE SUCH
SUPPORTING INFORMATION AS MAY BE REASONABLY REQUESTED FROM TIME TO TIME BY THE
CO-COLLATERAL AGENTS;
(J)
AT THE TIME OF DELIVERY OF ANY BORROWING BASE CERTIFICATE, (W) A
SUMMARY AGED TRIAL BALANCE OF ACCOUNTS BY CUSTOMER, (X) UPON THE REQUEST OF THE
CO-COLLATERAL AGENTS, A SUMMARY OF ACCOUNTS PAYABLE (INCLUDING DETAIL FOR THE
TOP 15 VENDORS) INDICATING WHICH ACCOUNTS PAYABLE ARE MORE THAN THIRTY (30) DAYS
PAST DUE, (Y) A SUMMARY INVENTORY LISTING BY CATEGORY (IN FORM AND SCOPE
CONSISTENT WITH THE FORM REVIEWED BY THE COLLATERAL AGENT PRIOR TO THE CLOSING
DATE, OR OTHERWISE SATISFACTORY IN FORM AND SCOPE TO THE CO-COLLATERAL AGENTS),
AND (Z) A RECONCILIATION OF ACCOUNTS AND INVENTORY TO THE GENERAL LEDGER AND TO
THE BORROWING BASE CERTIFICATE DELIVERED PURSUANT TO CLAUSE (I) OF THIS
SECTION 9.04; PROVIDED, HOWEVER, WHEN A COMPLIANCE PERIOD IS IN EFFECT (A) THE
INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO THE PRECEDING CLAUSES (W) AND
(X) (OTHER THAN ANY SUCH DELIVERY IN RESPECT OF THE LAST WEEK OF ANY MONTH
DURING A WEEKLY BORROWING BASE PERIOD) SHALL BE BASED UPON EACH SUCH LOAN
PARTY'S GOOD FAITH ESTIMATE AND (B) IN LIEU OF THE INFORMATION REQUIRED TO BE
DELIVERED PURSUANT TO PRECEDING CLAUSE (X), HOLDINGS SHALL PROVIDE ANY
ALTERNATIVE DETAIL THAT THE CO-COLLATERAL AGENTS MAY REASONABLY REQUEST THAT
SUCH LOAN PARTIES CAN PRODUCE WITH COMMERCIALLY REASONABLE EFFORTS; PROVIDED
FURTHER THAT WITH RESPECT TO THE BORROWING BASE CERTIFICATES TO BE DELIVERED TO
THE ADMINISTRATIVE AGENT AND THE CO-COLLATERAL AGENTS PRIOR TO THE FUNDING DATE
THE FOREGOING INFORMATION SHALL NOT BE REQUIRED;
(K)
PROMPTLY FOLLOWING THE ADMINISTRATIVE AGENT'S REQUEST THEREFOR,
ALL DOCUMENTATION AND OTHER INFORMATION THAT THE ADMINISTRATIVE AGENT REASONABLY
REQUESTS ON ITS BEHALF OR ON BEHALF OF ANY LENDER IN ORDER TO COMPLY WITH ITS
ON-GOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE PATRIOT ACT;
(L)
PROMPTLY FROM TIME TO TIME, SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS, COLLATERAL AND FINANCIAL CONDITION OF HOLDINGS AND
ITS SUBSIDIARIES, OR
146
COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY REASONABLY REQUEST; AND
(M)
INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO THIS SECTION SHALL
BE DEEMED TO HAVE BEEN DELIVERED IF SUCH INFORMATION, OR ONE OR MORE ANNUAL OR
QUARTERLY REPORTS CONTAINING SUCH INFORMATION (INCLUDING, IN THE CASE OF
CERTIFICATIONS REQUIRED PURSUANT TO CLAUSE (B) ABOVE, THE CERTIFICATIONS
ACCOMPANYING ANY SUCH QUARTERLY REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002), SHALL HAVE BEEN POSTED BY THE ADMINISTRATIVE AGENT
ON AN INTRALINKS OR SIMILAR SITE TO WHICH THE LENDERS HAVE BEEN GRANTED ACCESS
OR SHALL BE AVAILABLE ON THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION
AT .
INFORMATION REQUIRED