REFERRED TO IN THIS SECTION
7.1(B), ACCOMPANIED BY A REPORT THEREON OF DELOITTE & TOUCHE OR SUCH OTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH
REPORT SHALL CONTAIN NO "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION OR
ANY QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT AND SHALL STATE
THAT SUCH FINANCIAL STATEMENTS PRESENT FAIRLY THE FINANCIAL POSITION OF THE
COMPANY AND ITS SUBSIDIARIES AS AT THE DATES INDICATED AND THE RESULTS OF THEIR
OPERATIONS AND CASH FLOW FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP.
(C)
MONTHLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE, BUT IN ANY
EVENT WITHIN THIRTY (30) DAYS AFTER THE END OF EACH MONTH (OTHER THAN THE LAST
MONTH OF ANY FISCAL QUARTER) OF THE COMPANY, UNAUDITED FINANCIAL STATEMENTS
CONSISTING OF A CONSOLIDATED BALANCE SHEET AS AT THE END OF SUCH MONTH AND
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF THE COMPANY AND ITS
RESTRICTED SUBSIDIARIES, CONSOLIDATED AND BUSINESS SEGMENT STATEMENTS OF
OPERATIONS FOR SUCH MONTH AND FOR THE FISCAL YEAR THROUGH SUCH MONTH, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE COMPARATIVE MONTH FOR
THE PREVIOUS FISCAL YEAR, SUBJECT
89
TO NORMAL YEAR-END AUDIT ADJUSTMENTS ALL IN REASONABLE DETAIL AND CERTIFIED ON
BEHALF OF THE COMPANY BY A RESPONSIBLE OFFICER OF THE COMPANY AS HAVING BEEN
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
(D)
UPON REQUEST BY ADMINISTRATIVE AGENT AT ANY TIME, AND IN ANY EVENT
WITHIN TEN (10) BUSINESS DAYS AFTER THE LAST BUSINESS DAY OF EACH FISCAL MONTH
(AND WITHIN TWO (2) BUSINESS DAYS AFTER THE LAST BUSINESS DAY OF EACH WEEK IN
WHICH TOTAL EXPOSURE HAS EXCEEDED 80% OF THE BORROWING BASE FOR FIVE (5)
CONSECUTIVE BUSINESS DAYS), A BORROWING BASE REPORT IN THE FORM OF EXHIBIT
7.1(D) (THE "BORROWING BASE REPORT") REFLECTING INFORMATION AS OF THE CLOSE OF
BUSINESS OF THE BORROWERS FOR THE IMMEDIATELY PRECEDING CALENDAR MONTH (OR SUCH
SHORTER PERIOD AS THE CASE MAY BE) WITH ALL SUPPORTING DETAIL AS AGENT MAY FROM
TIME TO TIME REASONABLY REQUIRE, DULY COMPLETED, DETAILING EACH BORROWER'S
UNDERSTANDING AS TO WHICH RECEIVABLES OR INVENTORY CONSTITUTE ELIGIBLE
RECEIVABLES AND ELIGIBLE INVENTORY AS OF THE LAST DAY OF SUCH FISCAL MONTH (OR
SUCH OTHER DATE AS THE AGENT MAY SPECIFY IN SUCH REQUEST) (INCLUDING BUT NOT
LIMITED TO MONTHLY AGING AND CONCENTRATION OF RECEIVABLES, MONTHLY LISTING OF
INVENTORY AND SUCH ADDITIONAL INFORMATION IN RESPECT OF INVENTORY, RECEIVABLES
AND THE OBLIGORS AS IS FROM TIME TO TIME REQUESTED BY ADMINISTRATIVE AGENT), AND
CERTIFIED BY A RESPONSIBLE FINANCIAL OFFICER OF THE COMPANY AND SUBJECT ONLY TO
ADJUSTMENT UPON COMPLETION OF THE NORMAL YEAR-END AUDIT OF PHYSICAL INVENTORY.
IN ADDITION, EACH BORROWING BASE REPORT SHALL HAVE ATTACHED TO IT SUCH
ADDITIONAL SCHEDULES AND/OR OTHER INFORMATION AS ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
7.2
CERTIFICATES; OTHER INFORMATION.
FURNISH TO EACH LENDER (OR, IF
SPECIFIED BELOW, TO ADMINISTRATIVE AGENT):
(A)
ACCOUNTANT'S CERTIFICATES.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.1(B), TO THE EXTENT NOT CONTRARY
TO