SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF CONSOLIDATED
BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW STATEMENTS AND BORROWING
AVAILABILITY PROJECTIONS OF UHS AND ITS SUBSIDIARIES FOR THE FISCAL YEAR
FOLLOWING SUCH FISCAL YEAR THEN ENDED.
(D)
SIMULTANEOUSLY WITH THE DELIVERY OF EACH SET OF CONSOLIDATED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A) AND SECTION 6.01(B) ABOVE,
THE RELATED CONSOLIDATING BALANCE SHEET AND THE RELATED CONSOLIDATING STATEMENTS
OF INCOME OR OPERATIONS REFLECTING THE ADJUSTMENTS NECESSARY TO ELIMINATE THE
ACCOUNTS OF UNRESTRICTED SUBSIDIARIES (IF ANY) FROM SUCH CONSOLIDATED FINANCIAL
STATEMENTS.
(E)
UPON ADMINISTRATIVE AGENT'S REQUEST AT ANY TIME BORROWING
AVAILABILITY IS LESS THAN $3,000,000, AND IN ANY EVENT NO LESS FREQUENTLY THAN 5
BUSINESS DAYS AFTER THE END OF EACH FISCAL MONTH (TOGETHER WITH A COPY OF ALL OR
ANY PART OF THE FOLLOWING REPORTS REQUESTED BY ANY LENDER IN WRITING AFTER THE
CLOSING DATE), A BORROWING BASE CERTIFICATE PREPARED BY THE BORROWERS AS OF THE
LAST DAY OF THE FISCAL MONTH IMMEDIATELY PRECEDING THE MOST RECENTLY ENDED
FISCAL MONTH OR THE DATE 2 DAYS PRIOR TO THE DATE OF
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ANY SUCH REQUEST, BASED ON THE MOST RECENTLY AVAILABLE INFORMATION, ACCOMPANIED
BY SUCH SUPPORTING DETAIL AND DOCUMENTATION AS SHALL BE REASONABLY REQUESTED BY
ADMINISTRATIVE AGENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN
OR EXHIBIT K HERETO, IF ON THE DATE OF DELIVERY OF ANY BORROWING BASE
CERTIFICATE THE TOTAL OUTSTANDINGS DO NOT EXCEED THE BORROWING BASE WITHOUT
GIVING EFFECT TO CLAUSES (A) AND (B) OF THE DEFINITION THEREOF, BORROWERS MAY
DELIVER SUCH BORROWING BASE CERTIFICATE WITHOUT CALCULATING THE AMOUNT OF
ELIGIBLE ACCOUNTS, ELIGIBLE UNBILLED ACCOUNTS, ELIGIBLE WHOLESALE DISPOSABLES
AND ELIGIBLE EQUIPMENT DISPOSABLES (EACH, A "ALTERNATIVE BORROWING BASE
CERTIFICATE").
FOR THE AVOIDANCE OF DOUBT, IF THE BORROWERS ELECT TO DELIVER AN
ALTERNATIVE BORROWING BASE CERTIFICATE, THE BORROWERS ACKNOWLEDGE THAT THE
BORROWING BASE AND BORROWING AVAILABILITY WILL BE DETERMINED FOR ALL PURPOSES
UNDER THE LOAN DOCUMENTS ON THE BASIS OF SUCH ALTERNATIVE BORROWING BASE
CERTIFICATE, REGARDLESS OF THE AMOUNT AND EXISTENCE OF ELIGIBLE ACCOUNTS AND
ELIGIBLE UNBILLED ACCOUNTS.
(F)
AT THE TIME OF DELIVERY OF EACH OF THE QUARTERLY FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 6.01(B), A LIST OF ANY APPLICATIONS FOR
THE REGISTRATION OF ANY PATENT, TRADEMARK OR COPYRIGHT FILED BY ANY LOAN PARTY
WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT
OFFICE OR ANY SIMILAR OFFICE OR AGENCY IN THE PRIOR FISCAL QUARTER.
(G)
AT BORROWERS' EXPENSE, THE RESULTS OF EACH PHYSICAL VERIFICATION,
IF ANY, THAT ANY BORROWER OR ANY OF ITS SUBSIDIARIES MAY IN THEIR DISCRETION
HAVE MADE, OR CAUSED ANY OTHER PERSON TO HAVE MADE ON THEIR BEHALF, OF ALL OR
ANY PORTION OF THEIR INVENTORY (AND, EACH BORROWER SHALL UPON THE REQUEST OF
ADMINISTRATIVE AGENT, UP TO ONE TIME IN ANY CALENDAR YEAR ABSENT THE OCCURRENCE
AND CONTINUANCE OF AN EVENT OF DEFAULT, AND AT ANY TIME IF AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, CONDUCT, AND DELIVER THE RESULTS OF, SUCH
PHYSICAL VERIFICATIONS AS ADMINISTRATIVE AGENT MAY REQUIRE).
(H)
AT