OBLIGATION TO, ACCEPT IN WRITING SUCH FORECAST
(IN WHICH EVENT, SUCH FORECAST SHALL BECOME THE BUSINESS PLAN).
(E)
INTENTIONALLY OMITTED.
(F)
PROMPTLY AFTER THE SENDING OR FILING THEREOF, AS THE CASE MAY BE, THE
OBLIGORS SHALL DELIVER TO THE ADMINISTRATIVE AGENT COPIES OF ANY PROXY
STATEMENTS, FINANCIAL STATEMENTS OR REPORTS WHICH OBLIGORS HAVE SENT TO
SHAREHOLDERS QUA SHAREHOLDERS AND COPIES OF ANY REGULAR, PERIODIC AND SPECIAL
REPORTS OR REGISTRATION STATEMENTS WHICH OBLIGORS FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION OF ANY GOVERNMENTAL AUTHORITY WHICH MAY BE SUBSTITUTED
THEREFORE, OR ANY NATIONAL SECURITIES EXCHANGE.
(G)
THE OBLIGORS RECOGNIZE THAT ALL APPRAISALS, INVENTORIES, ANALYSIS,
FINANCIAL INFORMATION, AND OTHER MATERIALS WHICH THE AGENT MAY OBTAIN, DEVELOP,
OR RECEIVE WITH RESPECT TO THE OBLIGORS IS CONFIDENTIAL TO THE AGENT AND THAT,
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE OBLIGORS ARE NOT ENTITLED TO RECEIPT OF
ANY OF SUCH APPRAISALS, INVENTORIES, ANALYSIS, FINANCIAL INFORMATION, AND OTHER
MATERIALS, NOR COPIES OR EXTRACTS THEREOF OR THEREFROM.
5.12
FINANCIAL PERFORMANCE COVENANTS.
The Borrowers shall observe and comply with those financial performance
covenants set forth on EXHIBIT 5.12(a) certain of which covenants are based on
the Business Plan set forth on EXHIBIT 5.12(b).
Compliance with such financial
performance covenants shall be made as if no Material Accounting Changes had
been made (other than any Material Accounting Changes specifically taken into
account in the setting of such covenants).
The Administrative Agent may
determine the Borrowers' compliance with such covenants based upon financial
reports and statements provided by the Lead Borrower to the Administrative Agent
(whether or not such financial reports and statements are required to be
furnished pursuant to this Agreement) as well as by reference to interim
financial information provided to, or developed by, the Administrative Agent.
ARTICLE VI. - USE AND COLLECTION OF COLLATERAL:
6.1
USE OF INVENTORY COLLATERAL.
(A)
THE BORROWERS SHALL NOT ENGAGE IN ANY SALE OF THE INVENTORY OTHER THAN FOR
FAIR CONSIDERATION IN THE CONDUCT OF THE BORROWERS' BUSINESS IN THE ORDINARY
COURSE AND SHALL NOT ENGAGE IN SALES OR OTHER DISPOSITIONS TO CREDITORS, SALES
OR OTHER DISPOSITIONS IN BULK, OR ANY USE OF ANY OF THE INVENTORY IN BREACH OF
ANY PROVISION OF THIS AGREEMENT.
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(B)
NO SALE OF INVENTORY SHALL BE ON CONSIGNMENT, APPROVAL, OR UNDER ANY OTHER
CIRCUMSTANCES SUCH THAT, WITH THE EXCEPTION OF THE BORROWERS' CUSTOMARY RETURN
POLICY APPLICABLE TO THE RETURN OF INVENTORY PURCHASED BY THE BORROWERS' RETAIL
CUSTOMERS IN THE ORDINARY COURSE, SUCH INVENTORY MAY BE RETURNED TO THE
BORROWERS WITHOUT THE CONSENT OF THE AGENT.
6.2
INVENTORY QUALITY.
All Inventory now owned or hereafter acquired by the Borrowers is and will be of
good and merchantable quality and free from defects (other than defects within
customary trade tolerances or for purchases of "irregular" Inventory in
accordance with current practices).
6.3
ADJUSTMENTS AND ALLOWANCES.
The Borrowers may grant such allowances or other adjustments to the Borrowers'
Account Debtors (exclusive of extending the time for payment of any Account or
Account Receivable, which shall not be done except