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 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 BORROWERS' EXPENSE, SUCH APPRAISALS OF ITS ASSETS AS
ADMINISTRATIVE AGENT MAY REQUEST UP TO ONE TIME IN ANY CALENDAR YEAR ABSENT THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, AND AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SUCH APPRAISALS TO
BE CONDUCTED BY AN APPRAISER, AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO ADMINISTRATIVE AGENT.
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