WHICH SUCH FINANCIAL STATEMENTS RELATE
AND (III) CERTIFYING, IN THE CASE OF THE FINANCIAL STATEMENTS DELIVERED UNDER
CLAUSE (A), A LIST OF NAMES OF ALL IMMATERIAL SUBSIDIARIES (IF ANY), THAT EACH
SUBSIDIARY SET FORTH ON SUCH LIST INDIVIDUALLY QUALIFIES AS AN IMMATERIAL
SUBSIDIARY AND THAT ALL DOMESTIC SUBSIDIARIES LISTED AS IMMATERIAL SUBSIDIARIES
IN THE AGGREGATE COMPRISE LESS THAN 5% OF CONSOLIDATED TOTAL ASSETS OF THE
BORROWER 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 NINETY (90) DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR, (I) A
DETAILED CONSOLIDATED BUDGET OF THE BORROWER 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, BY
MONTH) 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
BORROWER 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 CALENDAR MONTH (OR MORE FREQUENTLY AS THE BORROWER MAY ELECT), A
BORROWING BASE CERTIFICATE AS OF THE CLOSE OF BUSINESS ON THE LAST DAY OF THE
IMMEDIATELY PRECEDING CALENDAR MONTH (OR IN THE CASE OF A VOLUNTARY DELIVERY OF
A BORROWING BASE CERTIFICATE AT THE ELECTION OF THE BORROWER, A SUBSEQUENT
DATE), TOGETHER WITH SUCH SUPPORTING INFORMATION IN CONNECTION THEREWITH AS THE
AGENT MAY REASONABLY REQUEST, 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, AND A RECONCILIATION OF THE BORROWER'S INVENTORY BETWEEN THE
AMOUNTS SHOWN IN THE BORROWER'S RETAIL STOCK LEDGER AND ANY INVENTORY REPORTS
DELIVERED PURSUANT TO THIS CLAUSE (H); PROVIDED THAT UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OR IF EXCESS AVAILABILITY IS AT
ANY TIME LESS THAN $75,000,000, THE BORROWER