THAT NO DEFAULT IS CONTINUING AS OF THE DATE OF DELIVERY OF SUCH
COMPLIANCE CERTIFICATE OR, IF A DEFAULT IS CONTINUING, STATES THE NATURE THEREOF
AND THE ACTION THAT THE BORROWER PROPOSES TO
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TAKE WITH RESPECT THERETO.
6.1.4
CORPORATE CHART AND OTHER COLLATERAL UPDATES.
AS PART
OF THE COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO CLAUSE (C) ABOVE, EACH IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, A CERTIFICATE
EXECUTED ON BEHALF OF THE BORROWER BY A RESPONSIBLE OFFICER OF THE BORROWER THAT
(I) THE CORPORATE CHART ATTACHED THERETO (OR THE LAST CORPORATE CHART DELIVERED
PURSUANT TO THIS CLAUSE (D)) IS CORRECT AND COMPLETE AS OF THE DATE OF SUCH
COMPLIANCE CERTIFICATE, (II) THE LOAN PARTIES HAVE DELIVERED ALL DOCUMENTS
(INCLUDING UPDATED SCHEDULES AS TO LOCATIONS OF COLLATERAL AND ACQUISITION OF
INTELLECTUAL PROPERTY OR REAL PROPERTY) THEY ARE REQUIRED TO DELIVER PURSUANT TO
ANY LOAN DOCUMENT ON OR PRIOR TO THE DATE OF DELIVERY OF SUCH COMPLIANCE
CERTIFICATE AND (III) COMPLETE AND CORRECT COPIES OF ALL DOCUMENTS MODIFYING ANY
TERM OF ANY CONSTITUENT DOCUMENT OF ANY GROUP MEMBER OR ANY SUBSIDIARY OR JOINT
VENTURE THEREOF ON OR PRIOR TO THE DATE OF DELIVERY OF SUCH COMPLIANCE
CERTIFICATE HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT OR ARE ATTACHED TO
SUCH CERTIFICATE.
6.1.5
ADDITIONAL PROJECTIONS.
AS SOON AS AVAILABLE AND IN
ANY EVENT NOT LATER THAN 45 DAYS AFTER THE END OF EACH FISCAL YEAR, ANY
SIGNIFICANT REVISIONS TO, (I) THE ANNUAL BUSINESS PLAN OF THE GROUP MEMBERS FOR
THE FISCAL YEAR NEXT SUCCEEDING SUCH FISCAL YEAR AND (II) FORECASTS PREPARED BY
MANAGEMENT OF THE BORROWER (A) FOR EACH FISCAL QUARTER IN SUCH NEXT SUCCEEDING
FISCAL YEAR AND (B) FOR EACH OF THE SECOND AND THIRD SUCCEEDING FISCAL YEARS, IN
EACH CASE INCLUDING IN SUCH FORECASTS (X) A PROJECTED YEAR-END CONSOLIDATED
BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASH FLOWS, (Y) A STATEMENT OF
ALL OF THE MATERIAL ASSUMPTIONS ON WHICH SUCH FORECASTS ARE BASED AND
(Z) SUBSTANTIALLY THE SAME TYPE OF FINANCIAL INFORMATION AS THAT CONTAINED IN
THE INITIAL PROJECTIONS.
6.1.6
MANAGEMENT DISCUSSION AND ANALYSIS.
TOGETHER WITH
EACH DELIVERY OF ANY COMPLIANCE CERTIFICATE PURSUANT TO CLAUSE (C) ABOVE, A
DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE GROUP MEMBERS FOR THE PORTION OF THE FISCAL YEAR THEN ELAPSED AND DISCUSSING
THE REASONS FOR ANY SIGNIFICANT VARIATIONS FROM THE PROJECTIONS FOR SUCH PERIOD
AND THE FIGURES FOR THE CORRESPONDING PERIOD IN THE PREVIOUS FISCAL YEAR.
6.1.7
INTERCOMPANY LOAN BALANCES.
TOGETHER WITH EACH
DELIVERY OF ANY COMPLIANCE CERTIFICATE PURSUANT TO CLAUSE (C) ABOVE, A SUMMARY
OF THE OUTSTANDING BALANCES OF ALL INTERCOMPANY INDEBTEDNESS AS OF THE LAST DAY
OF THE FISCAL QUARTER COVERED BY SUCH FINANCIAL STATEMENT, CERTIFIED AS COMPLETE
AND CORRECT IN ALL MATERIAL RESPECTS BY A RESPONSIBLE OFFICER OF THE BORROWER ON
BEHALF OF THE BORROWER AS PART OF THE COMPLIANCE CERTIFICATE DELIVERED IN
CONNECTION WITH SUCH FINANCIAL STATEMENTS.
6.1.8
AUDIT REPORTS, MANAGEMENT LETTERS, ETC.
TOGETHER WITH
EACH DELIVERY OF ANY FINANCIAL STATEMENT FOR ANY