to each Lender) or, in the case of clause (j), to the relevant Lender:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.1(A), A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE
EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR EVENT
OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH CERTIFICATE (IT BEING UNDERSTOOD THAT
SUCH CERTIFICATE SHALL BE LIMITED TO THE ITEMS THAT INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ARE PERMITTED TO COVER IN SUCH CERTIFICATES PURSUANT TO THEIR
PROFESSIONAL STANDARDS AND CUSTOMS OF THE PROFESSION);
(B)
CONCURRENTLY WITH THE DELIVERY OF ANY FINANCIAL STATEMENTS
PURSUANT TO SECTION 6.1, (I) A CERTIFICATE OF A RESPONSIBLE OFFICER STATING
THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, NO DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE AND (II) (X) A COMPLIANCE CERTIFICATE CONTAINING ALL INFORMATION AND
CALCULATIONS NECESSARY FOR DETERMINING COMPLIANCE BY HOLDINGS, THE BORROWER AND
ITS SUBSIDIARIES WITH THE PROVISIONS OF SECTION 7.1 OF THIS AGREEMENT REFERRED
TO THEREIN AS OF THE LAST DAY OF THE FISCAL QUARTER OR FISCAL YEAR OF HOLDINGS,
AS THE CASE MAY BE, (Y) TO THE EXTENT NOT PREVIOUSLY DISCLOSED TO THE
ADMINISTRATIVE AGENT, IN WRITING, A DESCRIPTION OF ANY CHANGE IN THE
JURISDICTION OF ORGANIZATION OR FORMATION OF ANY SUBSIDIARY AND OF ANY CHANGE IN
THE OWNERSHIP OF ANY SUBSIDIARY, A DESCRIPTION OF ANY SUBSCRIPTIONS, OPTIONS,
WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR COMMITMENTS (OTHER THAN
DIRECTORS' QUALIFYING SHARES) RELATED TO THE CAPITAL STOCK OF ANY SUBSIDIARY, IN
EACH CASE SINCE THE DATE OF THE MOST RECENT REPORT SO DELIVERED SINCE THE
CLOSING DATE (OR, IN THE CASE OF THE FIRST SUCH LIST SO DELIVERED, SINCE THE
CLOSING DATE) AND (Z) ANY UCC FINANCING STATEMENTS OR OTHER FILINGS SPECIFIED IN
SUCH COMPLIANCE CERTIFICATE AS BEING REQUIRED TO BE DELIVERED THEREWITH;
(C)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN 60 DAYS AFTER
THE END OF EACH FISCAL YEAR OF HOLDINGS, A DETAILED CONSOLIDATED BUDGET FOR THE
FOLLOWING FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET OF
HOLDINGS AND ITS SUBSIDIARIES AS OF THE END OF THE FOLLOWING FISCAL YEAR, AND
THE RELATED CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW, PROJECTED CHANGES IN
FINANCIAL POSITION AND PROJECTED INCOME (AND A DESCRIPTION OF THE PRINCIPAL
UNDERLYING ASSUMPTIONS APPLICABLE THERETO) FOR SUCH FOLLOWING FISCAL YEAR)
(COLLECTIVELY, THE "PROJECTIONS"), WHICH PROJECTIONS SHALL IN EACH CASE BE
ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT SUCH
PROJECTIONS ARE BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS BELIEVED BY
MANAGEMENT OF THE BORROWER TO BE REASONABLE AT THE TIME MADE, IT BEING
RECOGNIZED BY THE LENDERS THAT SUCH FINANCIAL INFORMATION AS IT RELATES TO
FUTURE EVENTS IS NOT TO
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BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED
BY SUCH FINANCIAL INFORMATION MAY DIFFER FROM THE PROJECTED RESULTS SET FORTH
THEREIN BY A MATERIAL AMOUNT;
(D)
WITHIN FIVE