BE REQUIRED FROM TIME TO TIME
THEREUNDER), AND (B) PURSUANT TO CLAUSES (I) AND (II) OF THIS SECTION 7.1(A), A
COMPLIANCE CERTIFICATE, SUBSTANTIALLY IN THE FORM OF, PRIOR TO THE COLLATERAL
RELEASE DATE EXHIBIT F-1 OR EXHIBIT F-2, AS APPLICABLE, ATTACHED HERETO AND MADE
A PART HEREOF, SIGNED BY THE BORROWER'S CHIEF FINANCIAL OFFICER,
(1) DEMONSTRATING COMPLIANCE, WHEN APPLICABLE, WITH THE PROVISIONS OF SECTIONS
7.3(A) THROUGH (N) AND SECTION 7.4, AND (2) CALCULATING THE SENIOR LEVERAGE
RATIO FOR PURPOSES OF DETERMINING THE THEN APPLICABLE EURODOLLAR MARGIN, THE
APPLICABLE ABR MARGIN, THE APPLICABLE L/C FEE PERCENTAGE AND APPLICABLE
COMMITMENT FEE PERCENTAGE.
(V)
BORROWING BASE CERTIFICATE.
THE BORROWER
SHALL, WITHIN THIRTY (30) DAYS AFTER THE END OF EACH MONTH, UNTIL THE COLLATERAL
RELEASE DATE, DELIVER TO THE LENDER A BORROWING BASE CERTIFICATE IN THE FORM OF
EXHIBIT Q, ATTACHED HERETO CERTIFIED AS ACCURATE BY THE BORROWER AND ACCEPTABLE
TO THE LENDER IN ITS SOLE AND ABSOLUTE DISCRETION; PROVIDED THAT THIS
REQUIREMENT SHALL EXPIRE UPON LENDER'S ACCEPTANCE OF BORROWER'S CERTIFICATE OF
COMPLIANCE WITH THE RELEASE COVENANTS DELIVERED IN ACCORDANCE WITH
SECTION 7.1(J).
(VI)
AGED ACCOUNTS SCHEDULE.
THE BORROWER SHALL,
WITHIN THIRTY(30) DAYS AFTER THE END OF EACH MONTH, DELIVER TO THE LENDER AN
AGED SCHEDULE OF THE ACCOUNTS OF THE BORROWER, LISTING THE NAME AND AMOUNT DUE
FROM EACH ACCOUNT DEBTOR AND SHOWING THE AGGREGATE AMOUNTS DUE FROM (A) 0-30
DAYS, (B) 31-60 DAYS, (C) 61-90 DAYS AND (D) MORE THAN 90 DAYS, AND CERTIFIED AS
ACCURATE BY THE BORROWER.
(VII)
INVENTORY REPORTS.
THE BORROWER SHALL, WITHIN
THIRTY (30) DAYS AFTER THE END OF EACH MONTH, DELIVER TO THE LENDER AN INVENTORY
REPORT, CERTIFIED AS ACCURATE BY THE BORROWER, AND WITHIN SUCH TIME AS THE BANK
MAY SPECIFY, SUCH OTHER SCHEDULES AND REPORTS AS THE BANK MAY REQUIRE.
(VIII)
COVENANT COMPLIANCE REPORT.
SUBJECT TO THE
REQUIREMENTS OF SECTION 7.1(III), THE BORROWER SHALL, WITHIN FORTY-FIVE (45)
DAYS AFTER THE END OF EACH QUARTER AND SEVENTY-FIVE (75) DAYS AFTER EACH FISCAL
YEAREND, DELIVER TO THE LENDER A COMPUTATION IN SUCH DETAIL AS THE BANK SHALL
SPECIFY, SHOWING COMPLIANCE BY THE BORROWER WITH THE FINANCIAL COVENANTS SET
FORTH IN SECTION 7.4, AND CERTIFIED AS ACCURATE BY THE BORROWER, WHICH REPORT
SHALL BE IN THE FORM OF WITH EXHIBIT F-1 OR EXHIBIT F-2, AS APPLICABLE.
(IX)
BUDGET.
NO LATER THAN AUGUST 31 OF EACH
FISCAL YEAR (OR EARLIER IF POSSIBLE), A BUDGET IN THE FORM SATISFACTORY TO THE
LENDER (INCLUDING BUDGETED STATEMENTS OF INCOME AND SOURCES AND USES OF CASH)
PREPARED BY THE BORROWER FOR THAT FISCAL YEAR, COMMENCING AS OF JULY 1 OF THAT
YEAR, PREPARED IN SUMMARY FORM, IN EACH CASE, ON A CONSOLIDATED BASIS, FOR THE
BORROWER AND ITS SUBSIDIARIES.
(x)
Field Audits.
The Borrower and its
Subsidiaries shall allow the Lender, at Borrower's sole expense, once each year,
or upon the occurrence of an Event of Default, at any time to conduct a field
examination, and also to engage appraisers, on as frequent a basis, to conduct
an appraisal of the Collateral consisting