CONSOLIDATED SUBSIDIARIES AS OF THE END OF
SUCH FISCAL QUARTER AND THE RELATED CONSOLIDATED STATEMENTS OF THE BORROWER'S
OPERATIONS AND CONSOLIDATED STATEMENTS OF THE BORROWER'S CASH FLOW FOR SUCH
QUARTER AND FOR THE PORTION OF THE BORROWER'S FISCAL YEAR ENDED AT THE END OF
SUCH FISCAL QUARTER, ALL REPORTED IN THE FORM PROVIDED TO THE SECURITIES AND
EXCHANGE COMMISSION ON THE BORROWER'S FORM 10-Q, TOGETHER WITH (II) SUCH OTHER
INFORMATION REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY BANK;
(C)
SIMULTANEOUSLY WITH THE DELIVERY OF EACH SET OF FINANCIAL
STATEMENTS REFERRED TO IN CLAUSES (A) AND (B) ABOVE, (I) A CERTIFICATE OF A
FINANCIAL OFFICER OF THE BORROWER
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(I) SETTING FORTH IN REASONABLE DETAIL THE CALCULATIONS REQUIRED TO ESTABLISH
WHETHER THE BORROWER WAS IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 5.10 ON
THE DATE OF SUCH FINANCIAL STATEMENTS AND (II) CERTIFYING (X) THAT SUCH
FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL CONDITION AND THE RESULTS OF
OPERATIONS OF THE BORROWER ON THE DATES AND FOR THE PERIODS INDICATED, ON THE
BASIS OF GAAP, WITH RESPECT TO THE BORROWER SUBJECT, IN THE CASE OF INTERIM
FINANCIAL STATEMENTS, TO NORMALLY RECURRING YEAR-END ADJUSTMENTS, AND (Y) THAT
SUCH OFFICER HAS REVIEWED THE TERMS OF THE LOAN DOCUMENTS AND HAS MADE, OR
CAUSED TO BE MADE UNDER HIS OR HER SUPERVISION, A REVIEW IN REASONABLE DETAIL OF
THE BUSINESS AND CONDITION OF THE BORROWER DURING THE PERIOD BEGINNING ON THE
DATE THROUGH WHICH THE LAST SUCH REVIEW WAS MADE PURSUANT TO THIS
SECTION 5.1(C) (OR, IN THE CASE OF THE FIRST CERTIFICATION PURSUANT TO THIS
SECTION 5.1(C), THE CLOSING DATE) AND ENDING ON A DATE NOT MORE THAN TEN
(10) BUSINESS DAYS PRIOR TO, BUT EXCLUDING, THE DATE OF SUCH DELIVERY AND THAT
(1) ON THE BASIS OF SUCH FINANCIAL STATEMENTS AND SUCH REVIEW OF THE LOAN
DOCUMENTS, NO EVENT OF DEFAULT EXISTED UNDER SECTION 6.1(B) WITH RESPECT TO
SECTION 5.10 OR SECTION 5.17 AT OR AS OF THE DATE OF SAID FINANCIAL STATEMENTS,
OR WITH RESPECT TO SECTION 5.10(A), AT ANY TIME, AND (2) ON THE BASIS OF SUCH
REVIEW OF THE LOAN DOCUMENTS AND THE BUSINESS AND CONDITION OF THE BORROWER, TO
THE BEST KNOWLEDGE OF SUCH OFFICER, AS OF THE LAST DAY OF THE PERIOD COVERED BY
SUCH CERTIFICATE NO DEFAULT OR EVENT OF DEFAULT UNDER ANY OTHER PROVISION OF
SECTION 6.1 OCCURRED AND IS CONTINUING OR, IF ANY SUCH DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, SPECIFYING THE NATURE AND EXTENT THEREOF
AND, THE ACTION THE BORROWER PROPOSES TO TAKE IN RESPECT THEREOF (AND SUCH
CERTIFICATE SHALL SET FORTH THE CALCULATIONS REQUIRED TO ESTABLISH THE MATTERS
DESCRIBED IN CLAUSES (1) AND (2) ABOVE) AND (II) UPDATED CASH FLOW PROJECTIONS;
(D)
(I)
WITHIN FIVE (5) BUSINESS DAYS AFTER ANY OFFICER OF THE
BORROWER OBTAINS KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT, IF SUCH DEFAULT
OR EVENT OF DEFAULT IS THEN CONTINUING, A CERTIFICATE OF THE CHIEF FINANCIAL
OFFICER, OR OTHER EXECUTIVE OFFICER OF THE BORROWER, SETTING