CASE OF
SECTION 8.11, THE 13 CONSECUTIVE FISCAL MONTH PERIOD TESTED THEREUNDER ENDED ON
THE LAST DAY OF SUCH FISCAL YEAR, BUT THE CERTIFICATE SHALL NOT BE REQUIRED TO
INDICATE WHETHER OR NOT THE BORROWER WAS IN COMPLIANCE WITH SUCH COVENANTS)AND
(B) EITHER (X) CERTIFY THAT NO CHANGES ARE REQUIRED TO BE MADE TO ANY OF
SCHEDULE VI OR XI HERETO, ANNEXES C, F, H, I, J OR K OF THE U.S. SECURITY
AGREEMENT, ANNEXES A THROUGH F OF THE U.S. PLEDGE AGREEMENT OR SCHEDULES
2.1(1)(F), 2.1(1)(H), 4.1(D) OR 4.1(E) (OR ANY ANALOGOUS SCHEDULES) TO ANY
CANADIAN SECURITY AGREEMENT, IN EACH CASE SO AS TO MAKE THE INFORMATION SET
FORTH THEREIN ACCURATE AND COMPLETE AS OF THE DATE OF SUCH CERTIFICATE, OR
(Y) TO THE EXTENT THAT ANY SUCH INFORMATION IS NO LONGER ACCURATE AND COMPLETE
AS OF SUCH DATE, LIST IN REASONABLE DETAIL ALL INFORMATION NECESSARY TO MAKE ALL
SUCH SCHEDULES AND ANNEXES ACCURATE AND COMPLETE (AS WHICH TIME SUCH SCHEDULES
AND/OR SUCH ANNEXES, AS THE CASE MAY BE, SHALL BE DEEMED MODIFIED TO REFLECT
SUCH INFORMATION).
TO THE EXTENT THAT HOLDINGS' OR THE BORROWER'S, AS THE CASE
MAY BE, ANNUAL REPORT ON FORM 10-K CONTAINS ANY OF THE FOREGOING ITEMS, THE
LENDERS WILL ACCEPT HOLDINGS' OR THE BORROWER'S, AS THE CASE MAY BE, REPORT ON
FORM 10-K IN LIEU OF SUCH ITEMS;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 45 DAYS AFTER THE END
OF EACH FISCAL QUARTER OF HOLDINGS OR THE BORROWER, AS APPLICABLE, (EXCEPT THE
LAST FISCAL QUARTER OF ANY FISCAL YEAR) (I) FINANCIAL STATEMENTS AS AT THE END
OF SUCH PERIOD AND FOR THE FISCAL YEAR TO DATE, TOGETHER WITH A COMPARISON TO
THE FINANCIAL STATEMENTS FOR THE SAME PERIODS IN THE PRIOR YEAR, ALL IN
REASONABLE DETAIL AND DULY CERTIFIED BY A RESPONSIBLE OFFICER OF HOLDINGS OR THE
BORROWER, AS APPLICABLE, AS HAVING BEEN PREPARED SUBSTANTIALLY IN ACCORDANCE
WITH GAAP (SUBJECT TO THE ABSENCE OF FOOTNOTES AND AUDIT AND NORMAL YEAR-END
ADJUSTMENTS) AND (II) A COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER
OF THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT O, WHICH CERTIFICATE SHALL
(A) INCLUDE A SCHEDULE IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT OF THE
CALCULATIONS USED IN DETERMINING, AS OF THE END OF SUCH FISCAL QUARTER, WHETHER
THE BORROWER WAS IN COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLES 7 AND 8
OF THIS CREDIT AGREEMENT FOR SUCH QUARTER (IT BEING UNDERSTOOD AND AGREED THAT
IF SUCH CERTIFICATE IS DELIVERED WITH RESPECT TO A FISCAL QUARTER FOR WHICH
SECTIONS 8.9, 8.10 AND 8.11 ARE NOT BEING TESTED FOR A FISCAL PERIOD ENDING ON
THE LAST DAY OF SUCH FISCAL QUARTER DUE TO NO TRIGGER EVENT HAVING OCCURRED,
SUCH CERTIFICATE SHALL STILL PROVIDE THE CALCULATIONS FOR SECTIONS 8.9, 8.10 AND
8.11 AS IF A TRIGGER EVENT HAD OCCURRED AND SUCH FISCAL QUARTER WERE THE LAST
FISCAL QUARTER OF A
101
TEST PERIOD OR, IN THE CASE OF SECTION 8.11, THE 13 CONSECUTIVE FISCAL MONTH
PERIOD TESTED THEREUNDER