AS THE SEC
SHALL SPECIFY FOR THE FILING OF QUARTERLY REPORTS ON FORM 10‐Q) AFTER THE END OF
EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR BEGINNING WITH THE
FISCAL QUARTER ENDING JUNE 30, 2007, FOR EACH OF THE FIRST THREE FISCAL QUARTERS
OF EACH FISCAL YEAR, (I) A CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS SHOWING THE FINANCIAL POSITION OF THE COMPANY AND ITS
SUBSIDIARIES AS OF THE CLOSE OF SUCH FISCAL QUARTER AND THE CONSOLIDATED RESULTS
OF ITS OPERATIONS DURING SUCH FISCAL QUARTER AND THE THEN‐ELAPSED PORTION OF THE
FISCAL YEAR AND SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR
THE CORRESPONDING
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PERIODS OF THE PRIOR FISCAL YEAR, AND (II) MANAGEMENT'S DISCUSSION AND ANALYSIS
OF SIGNIFICANT OPERATIONAL AND FINANCIAL DEVELOPMENTS DURING SUCH QUARTERLY
PERIOD, ALL OF WHICH SHALL BE IN REASONABLE DETAIL AND WHICH CONSOLIDATED
BALANCE SHEET AND RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS SHALL BE
CERTIFIED BY A FINANCIAL OFFICER OF THE COMPANY ON BEHALF OF THE COMPANY AS
FAIRLY PRESENTING, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS
OF OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS IN
ACCORDANCE WITH GAAP (SUBJECT TO NORMAL YEAR‐END AUDIT ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES) (IT BEING UNDERSTOOD THAT THE DELIVERY BY THE COMPANY OF
QUARTERLY REPORTS ON FORM 10‐Q OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES
SHALL SATISFY THE REQUIREMENTS OF THIS SECTION 5.04(B) TO THE EXTENT SUCH
QUARTERLY REPORTS INCLUDE THE INFORMATION SPECIFIED HEREIN);
(C)
(X) CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
PARAGRAPH (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF THE COMPANY
CERTIFYING (I) THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED OR, IF SUCH AN
EVENT OF DEFAULT OR DEFAULT HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT
THEREOF AND ANY CORRECTIVE ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT
THERETO, (II) WHETHER AN AVAILABILITY TRIGGERING EVENT HAS OCCURRED DURING THE
APPLICABLE PERIOD COVERED BY SUCH FINANCIAL STATEMENTS, (III) THE CALCULATION OF
THE ABL FIXED CHARGE COVERAGE RATIO AS OF THE LAST DAY OF THE APPLICABLE PERIOD
COVERED BY SUCH FINANCIAL STATEMENTS, AND (IV) THAT THE AGGREGATE AMOUNT OF THE
REVOLVING FACILITY CREDIT EXPOSURE FOR WHICH ANY BORROWER IS THE BORROWER (IN
THE CASE OF LOANS) OR THE ACCOUNT PARTY (IN THE CASE OF LETTERS OF CREDIT) DOES
NOT EXCEED THE PORTION OF THE BORROWING BASE ATTRIBUTABLE TO SUCH BORROWER'S
ACCOUNTS AND INVENTORY, TOGETHER WITH, IF REQUESTED BY THE ADMINISTRATIVE AGENT,
CALCULATIONS EVIDENCING AND SUPPORTING SUCH CERTIFICATION, (V) THE CALCULATION
AND USES OF THE CUMULATIVE CREDIT FOR THE FISCAL PERIOD THEN ENDED IF THE
COMPANY SHALL HAVE USED THE CUMULATIVE CREDIT FOR ANY PURPOSE DURING SUCH FISCAL
PERIOD, (VI) A LIST OF NAMES OF ALL IMMATERIAL SUBSIDIARIES FOR THE FOLLOWING
FISCAL QUARTER, THAT EACH SUBSIDIARY SET FORTH ON SUCH LIST INDIVIDUALLY
QUALIFIES AS AN IMMATERIAL SUBSIDIARY AND THAT ALL SUCH SUBSIDIARIES IN THE
AGGREGATE (TOGETHER WITH ALL UNRESTRICTED SUBSIDIARIES) DO NOT EXCEED THE
LIMITATION