IN THE EVENT OF ANY CHANGE IN GAAP USED
IN THE PREPARATION OF SUCH FINANCIAL STATEMENTS, THE BORROWER SHALL ALSO
PROVIDE, IF NECESSARY FOR THE DETERMINATION OF COMPLIANCE WITH SECTION 5.04, A
STATEMENT OF RECONCILIATION CONFORMING SUCH FINANCIAL STATEMENTS TO GAAP.
(D)
MONTHLY CERTIFICATE.
TO THE EXTENT THAT (I) ANY ASSETS OF A TYPE
THAT WOULD CONSTITUTE COLLATERAL HAVE BEEN PLEDGED BY ANY SUBSIDIARY TO ANY
PERSON FINANCING A TRANSACTION PERMITTED UNDER SECTION 5.02(F)(VII) OR (II) THE
BORROWER HAS ELECTED TO DESIGNATE A SUBSIDIARY AS AN EXCLUDED SUBSIDIARY AS
PERMITTED UNDER SECTION 5.01(J), THEN, AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 15 DAYS AFTER THE END OF EACH MONTH, A CERTIFICATE OF A FINANCIAL OFFICER
OF THE BORROWER, IN FORM AND SUBSTANCE SATISFACTORY TO THE JOINT LEAD ARRANGERS
AND THE ADMINISTRATIVE AGENTS, DEMONSTRATING THAT THE AGGREGATE OF (X) 85% OF
THE BOOK VALUE OF THE ACCOUNTS RECEIVABLE THAT CONSTITUTE COLLATERAL, AND
(Y) 65% OF THE BOOK VALUE OF THE INVENTORY THAT CONSTITUTES COLLATERAL EXCEEDS
THE SUM OF (A) THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING UNDER THE REVOLVING
CREDIT FACILITY (INCLUDING OUTSTANDING LETTERS OF CREDIT AND SWING LINE ADVANCES
PLUS (B) THE AGGREGATE AMOUNT OF OBLIGATIONS OUTSTANDING UNDER SECURED CASH
MANAGEMENT AGREEMENTS AT SUCH
70
TIME PLUS (C) THE AGGREGATE AGREEMENT VALUE OF ALL SECURED HEDGE AGREEMENTS AT
SUCH TIME.
(E)
ANNUAL FORECASTS.
AS SOON AS AVAILABLE AND IN ANY EVENT NO LATER
THAN 15 DAYS BEFORE THE END OF EACH FISCAL YEAR, FORECASTS PREPARED BY
MANAGEMENT OF THE BORROWER, IN FORM SATISFACTORY TO THE JOINT LEAD ARRANGERS, OF
BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW STATEMENTS ON AN ANNUAL BASIS
FOR THE FISCAL YEAR FOLLOWING SUCH FISCAL YEAR AND FOR EACH FISCAL YEAR
THEREAFTER UNTIL THE TERMINATION DATE.
SUCH FORECASTS SHALL SET FORTH A
STATEMENT OF THE PRINCIPAL ASSUMPTIONS REFLECTED THEREIN.
(F)
LITIGATION.
PROMPTLY AFTER THE COMMENCEMENT THEREOF, NOTICE OF
ALL ACTIONS, SUITS, INVESTIGATIONS, LITIGATION AND PROCEEDINGS IN WHICH THE
AMOUNT INVOLVED IS IN EXCESS OF $25,000,000 BEFORE ANY COURT OR GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, AFFECTING ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OF THE TYPE
DESCRIBED IN SECTION 4.01(F), AND PROMPTLY AFTER THE OCCURRENCE THEREOF, NOTICE
OF ANY MATERIAL ADVERSE CHANGE IN THE STATUS OR THE FINANCIAL EFFECT ON ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES OF THE DISCLOSED LITIGATION FROM THAT DESCRIBED
ON SCHEDULE 4.01(F) HERETO.
(G)
SECURITIES REPORTS.
PROMPTLY AFTER THE SENDING OR FILING THEREOF,
COPIES OF ALL PROXY STATEMENTS, FINANCIAL STATEMENTS AND REPORTS THAT ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES SENDS TO ITS STOCKHOLDERS, AND COPIES OF ALL
REGULAR, PERIODIC AND SPECIAL REPORTS, AND ALL REGISTRATION STATEMENTS, THAT ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES FILES WITH THE SECURITIES AND EXCHANGE
COMMISSION OR ANY GOVERNMENTAL AUTHORITY THAT MAY BE SUBSTITUTED THEREFOR, OR
WITH ANY NATIONAL SECURITIES EXCHANGE.
(H)
CREDITOR REPORTS.
(I) PROMPTLY AFTER THE FURNISHING THEREOF,
COPIES OF ANY STATEMENT OR REPORT FURNISHED TO ANY HOLDER OF SENIOR NOTES, AND
(II) PROMPTLY