DAYS OF THE END OF
EACH CALENDAR MONTH, AND AT SUCH OTHER TIMES AS MAY BE REQUESTED BY LENDER, AS
OF THE PERIOD THEN ENDED, A BORROWING BASE CERTIFICATE AND SUPPORTING
INFORMATION IN CONNECTION THEREWITH, TOGETHER WITH ANY ADDITIONAL REPORTS WITH
RESPECT TO THE BORROWING BASE AS LENDER MAY REASONABLY REQUEST, PROVIDED,
HOWEVER THAT BORROWING BASE CERTIFICATES SHALL NOT BE REQUIRED FOR ANY CALENDAR
MONTH ENDING AFTER OCTOBER 31, 2010 PROVIDED THAT (I) THE BORROWER'S CURRENT
RATIO IS GREATER THAN 1.50 TO 1.00 (BASED ON THE MOST RECENT FINANCIAL
STATEMENTS DELIVERED BY THE COMPANY PURSUANT TO CLAUSE (C) ABOVE AND (II) NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(F)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL
PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY
BORROWER OR ANY SUBSIDIARY WITH THE SECURITIES AND EXCHANGE COMMISSION, OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED BY BORROWER
TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
42
(G)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION
REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF BORROWER
OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS LENDER MAY
REASONABLY REQUEST;
(H)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN AUGUST 15,
2010, (I) AN AUDITED, RESTATED, CONSOLIDATED BALANCE SHEET FOR THE BORROWER'S
FISCAL YEAR ENDED JUNE 30, 2007 AND (II) AUDITED, CONSOLIDATED BALANCE SHEET AND
STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOWS AS OF AND FOR THE
BORROWER'S FISCAL YEARS ENDED JUNE 30, 2008 AND JUNE 30, 2009, REPORTED ON BY
BAKER TILLY LLP, INDEPENDENT PUBLIC ACCOUNTANTS.
SECTION 5.02.
Notices of Material Events.
Borrower
will furnish to Lender
prompt written notice of the following:
(A)
THE OCCURRENCE OF ANY EVENT OF DEFAULT;
(B)
RECEIPT OF ANY NOTICE OF ANY GOVERNMENTAL INVESTIGATION OR ANY
LITIGATION COMMENCED OR THREATENED AGAINST BORROWER OR ANY SUBSIDIARY, OTHER
THAN ANY EXISTING INVESTIGATION OR LITIGATION REFERENCED IN SCHEDULE 3.06, THAT
(I) SEEKS DAMAGES IN EXCESS OF $500,000, (II) SEEKS INJUNCTIVE RELIEF, (III) IS
ASSERTED OR INSTITUTED AGAINST ANY PLAN, ITS FIDUCIARIES OR ITS ASSETS,
(IV) ALLEGES CRIMINAL MISCONDUCT BY BORROWER OR ANY SUBSIDIARY, (V) ALLEGES THE
VIOLATION OF ANY LAW REGARDING, OR SEEKS REMEDIES IN CONNECTION WITH, ANY
ENVIRONMENTAL LAWS; (VI) CONTESTS ANY TAX, FEE, ASSESSMENT, OR OTHER
GOVERNMENTAL CHARGE IN EXCESS OF $500,000, OR (VII) INVOLVES ANY PRODUCT RECALL;
(C)
ANY LIEN (OTHER THAN PERMITTED ENCUMBRANCES) OR CLAIM MADE OR
ASSERTED AGAINST ANY OF THE COLLATERAL;
(D)
ANY LOSS, DAMAGE, OR DESTRUCTION TO THE COLLATERAL IN THE AMOUNT
OF $500,000 OR MORE, WHETHER OR NOT COVERED BY INSURANCE;
(E)
ANY AND ALL DEFAULT NOTICES RECEIVED UNDER OR WITH RESPECT TO ANY
LEASED LOCATION OR PUBLIC WAREHOUSE WHERE COLLATERAL IS LOCATED (WHICH SHALL BE
DELIVERED WITHIN TWO BUSINESS DAYS AFTER RECEIPT THEREOF);
(F)
ALL MATERIAL AMENDMENTS TO THE LEASE WITH RESPECT TO BORROWER'S
LEASED FACILITY AT 4129 NORTH