SOON AS AVAILABLE AND IN
ANY EVENT NO LATER THAN THE LAST DAY OF EACH OF BORROWER'S FISCAL YEARS,
BORROWER WILL DELIVER PROJECTIONS OF BORROWER AND ITS SUBSIDIARIES FOR THE
FORTHCOMING THREE (3) FISCAL YEARS, YEAR BY YEAR, AND FOR THE FORTHCOMING FISCAL
YEAR, MONTH BY MONTH.
(II)
MANAGEMENT REPORT.
AT THE REQUIRED TIME
OF DELIVERY TO THE SECURITIES AND EXCHANGE COMMISSION FOR BORROWER'S FORM 10Q
REPORTS, BORROWER WILL DELIVER A MANAGEMENT REPORT (1) DESCRIBING THE OPERATIONS
AND FINANCIAL CONDITION OF BORROWER AND ITS SUBSIDIARIES FOR THE MONTH THEN
ENDED AND THE PORTION OF THE CURRENT FISCAL YEAR THEN ELAPSED (OR FOR THE FISCAL
YEAR THEN ENDED IN THE CASE OF YEAR-END FINANCIALS), (2) SETTING FORTH IN
COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE CORRESPONDING PERIODS OF THE
PREVIOUS FISCAL YEAR AND THE CORRESPONDING FIGURES FROM THE MOST RECENT
PROJECTIONS FOR THE CURRENT FISCAL YEAR DELIVERED PURSUANT TO SUBSECTION 4.6(J)
AND (3) DISCUSSING THE REASONS FOR ANY SIGNIFICANT VARIATIONS.
THE INFORMATION
ABOVE SHALL BE PRESENTED IN REASONABLE DETAIL AND SHALL BE CERTIFIED BY THE
CHIEF FINANCIAL OFFICER OF BORROWER TO THE EFFECT THAT SUCH INFORMATION FAIRLY
PRESENTS THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF BORROWER AND ITS
SUBSIDIARIES AS AT THE DATES AND FOR THE PERIODS INDICATED.
SUCH INFORMATION
MAY BE PROVIDED IN THE FORM OF SEC FORMS 10Q AND 10K REPORTS.
(III)
COLLATERAL VALUE REPORT.
AT ANY TIME WHILE
AND SO LONG AS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND IN
THE ABSENCE OF AN EVENT OF DEFAULT AT ANY TIME IN WHICH THE OUTSTANDING AMOUNT
OF REVOLVING LOANS
42
IS EQUAL TO OR GREATER THAN THE LESSER OF (X) $5,000,000 AND (Y) 33 PERCENT OF
THE THEN CURRENT BORROWING BASE FOR TEN CONSECUTIVE DAYS, AGENT MAY OBTAIN
COLLATERAL VALUE REPORTS, AT BORROWER'S EXPENSE AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, FROM AN INDEPENDENT COLLATERAL AUDITOR
SATISFACTORY TO AGENT (WHICH MAY BE, OR BE AFFILIATED WITH, A LENDER) WITH
RESPECT TO THE ACCOUNTS AND INVENTORY COMPONENTS INCLUDED IN THE BORROWING BASE,
WHICH REPORT SHALL INDICATE WHETHER OR NOT THE INFORMATION SET FORTH IN THE
BORROWING BASE CERTIFICATE MOST RECENTLY DELIVERED IS ACCURATE AND COMPLETE IN
ALL MATERIAL RESPECTS BASED UPON A REVIEW BY SUCH AUDITORS OF THE ACCOUNTS
(INCLUDING VERIFICATION WITH RESPECT TO THE AMOUNT, AGING, IDENTITY AND CREDIT
OF THE RESPECTIVE ACCOUNT DEBTORS AND THE BILLING PRACTICES OF BORROWER) AND
INVENTORY (INCLUDING VERIFICATION AS TO THE VALUE, LOCATION AND RESPECTIVE
TYPES); PROVIDED, HOWEVER, THAT, ABSENT AN EVENT OF DEFAULT, NO SUCH REPORTS MAY
BE OBTAINED WITHIN THE ONE YEAR PERIOD FOLLOWING THE DATE OF THE LAST SUCH
REPORT.
(G)
SEC FILINGS AND PRESS RELEASES.
PROMPTLY
UPON THEIR BECOMING AVAILABLE, BORROWER WILL DELIVER COPIES OF (1) ALL FINANCIAL
STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS SENT OR MADE AVAILABLE BY
BORROWER OR ANY OF ITS SUBSIDIARIES TO ITS STOCKHOLDERS, (2) ALL REGULAR AND
PERIODIC REPORTS AND ALL REGISTRATION STATEMENTS AND PROSPECTUSES, IF ANY, FILED
BY BORROWER OR ANY OF ITS SUBSIDIARIES WITH