UNRESTRICTED SUBSIDIARIES (IF ANY), THAT EACH SUBSIDIARY SET FORTH ON SUCH LIST
INDIVIDUALLY QUALIFIES AS AN IMMATERIAL SUBSIDIARY OR UNRESTRICTED SUBSIDIARY,
AS APPLICABLE, AND THAT ALL DOMESTIC SUBSIDIARIES LISTED AS IMMATERIAL
SUBSIDIARIES IN THE AGGREGATE COMPRISE LESS THAN 5% OF CONSOLIDATED TOTAL ASSETS
OF THE COMPANY AND THE SUBSIDIARIES AT THE END OF THE PERIOD TO WHICH SUCH
FINANCIAL STATEMENTS RELATE AND REPRESENTED (ON A CONTRIBUTION BASIS) LESS THAN
5% OF EBITDA FOR THE PERIOD TO WHICH SUCH FINANCIAL STATEMENTS RELATE;
(E)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH
FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE
OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT OR EVENT OF
DEFAULT (WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING
RULES OR GUIDELINES);
(F)
CONCURRENTLY WITH ANY DELIVERY OF CONSOLIDATED FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, THE RELATED UNAUDITED CONSOLIDATING
FINANCIAL STATEMENTS REFLECTING THE ADJUSTMENTS NECESSARY TO ELIMINATE THE
ACCOUNTS OF UNRESTRICTED SUBSIDIARIES (IF ANY) FROM SUCH CONSOLIDATED FINANCIAL
STATEMENTS;
(G)
WITHIN SIXTY (60) DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR,
(I) A DETAILED CONSOLIDATED BUDGET OF THE COMPANY AND ITS SUBSIDIARIES BY MONTH
FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET AND THE
RELATED CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOWS AND PROJECTED INCOME AND
PROJECTED AVERAGE EXCESS AVAILABILITY FOR EACH MONTH OF SUCH FISCAL YEAR) AND
(II) AN UPDATE OF THE ANNUAL PROJECTIONS PROVIDED PURSUANT TO SECTION 4.01(C),
INCLUDING IN EACH CASE A SUMMARY OF THE UNDERLYING MATERIAL ASSUMPTIONS WITH
RESPECT THERETO (COLLECTIVELY, THE "BUDGET"), AND, AS SOON AS AVAILABLE,
SIGNIFICANT REVISIONS, IF ANY, OF SUCH BUDGET, WHICH BUDGET OR REVISIONS THERETO
SHALL IN EACH CASE BE ACCOMPANIED BY THE STATEMENT OF A FINANCIAL OFFICER OF THE
COMPANY TO THE EFFECT THAT, TO THE BEST OF HIS KNOWLEDGE, THE BUDGET IS A
REASONABLE ESTIMATE FOR THE PERIOD COVERED THEREBY;
(H)
AS SOON AS AVAILABLE BUT IN ANY EVENT ON OR PRIOR TO THE 10TH
BUSINESS DAY OF EACH FISCAL MONTH, A BORROWING BASE CERTIFICATE AS OF THE CLOSE
OF BUSINESS ON THE LAST DAY OF THE IMMEDIATELY PRECEDING FISCAL MONTH, TOGETHER
WITH SUCH SUPPORTING INFORMATION IN CONNECTION THEREWITH AS THE AGENT OR ANY
CO-COLLATERAL AGENT MAY
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REASONABLY REQUEST, AND WHICH MAY INCLUDE, WITHOUT LIMITATION, INVENTORY REPORTS
BY CATEGORY AND LOCATION, TOGETHER WITH A RECONCILIATION TO THE CORRESPONDING
BORROWING BASE CERTIFICATE, A REASONABLY DETAILED CALCULATION OF ELIGIBLE
INVENTORY, ELIGIBLE ACCOUNTS AND THE REPORTED VALUE OF INVENTORY, AND A
RECONCILIATION OF THE BORROWERS' INVENTORY BETWEEN THE AMOUNTS SHOWN IN THE
COMPANY'S RETAIL STOCK LEDGER AND ANY INVENTORY REPORTS DELIVERED PURSUANT TO
THIS CLAUSE (H); PROVIDED THAT (I) BY NOTICE TO THE CO-COLLATERAL AGENTS AT
LEAST 10 DAYS IN ADVANCE, THE COMPANY MAY ELECT AT ANY TIME TO DELIVER BORROWING
BASE CERTIFICATES ON A WEEKLY BASIS DURING ANY SEASON, IN WHICH CASE THE COMPANY
SHALL BE REQUIRED TO CONTINUE TO DELIVER SUCH BORROWING BASE CERTIFICATES ON A