schedule set forth thereon, by
electronic transmission in a format to be designated by Lender.
6.3
Financial Statements, Reports, Certificates.
Deliver to Lender:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 30 DAYS (UNLESS
OTHERWISE NOTED ) AFTER THE END OF EACH MONTH DURING EACH OF BORROWER'S FISCAL
YEARS,
(I)
A COMPANY PREPARED CONSOLIDATED BALANCE SHEET, INCOME STATEMENT,
AND STATEMENT OF CASH FLOW COVERING BORROWER'S OPERATIONS DURING SUCH PERIOD,
(II)
ON A MONTHLY BASIS AND NO LATER THAN FIFTEEN (15) DAYS AFTER THE
END OF THE APPLICABLE MONTH, THE BORROWER'S STOCK LEDGER AND ACCOUNTS PAYABLE
AGING AND A STOCK LEDGER TO GENERAL LEDGER RECONCILIATION OF INVENTORY AND ANY
RELATED DOCUMENTATION REQUESTED BY LENDER.
(III)
A CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF BORROWER
TO THE EFFECT THAT:
(A)
THE FINANCIAL STATEMENTS DELIVERED HEREUNDER
HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP (EXCEPT FOR THE LACK OF FOOTNOTES AND
BEING SUBJECT TO YEAR-END AUDIT ADJUSTMENTS) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION OF BORROWER,
(B)
THE REPRESENTATIONS AND WARRANTIES OF
BORROWER CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH CERTIFICATE, AS
THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE), AND
(C)
THERE DOES NOT EXIST ANY CONDITION OR EVENT
THAT CONSTITUTES A DEFAULT OR EVENT OF DEFAULT (OR, TO THE EXTENT OF ANY
NON-COMPLIANCE, DESCRIBING SUCH NON-COMPLIANCE AND WHAT ACTION BORROWER HAS
TAKEN, ARE TAKING, OR PROPOSE TO TAKE WITH RESPECT THERETO), AND
(IV)
FOR EACH MONTH THAT IS THE DATE ON WHICH A FINANCIAL COVENANT IN
SECTION 7.21 IS TO BE TESTED, A COMPLIANCE CERTIFICATE DEMONSTRATING, IN
REASONABLE DETAIL, COMPLIANCE AT THE END OF SUCH PERIOD WITH THE APPLICABLE
FINANCIAL COVENANTS CONTAINED IN SECTION 7.21, AND
(V)
BY 1:00 P.M. ON THE DATE OF EACH PROPOSED BORROWING AND UPDATED ON
A WEEKLY BASIS EVERY THURSDAY, A BORROWING BASE CERTIFICATE ACCOMPANIED BY A
SCHEDULE EVIDENCING NET EXCESS AVAILABILITY ON A ROLLING 90-DAY BASIS (OR SUCH
LESSER NUMBER OF DAYS AS THIS AGREEMENT HAS BEEN IN EFFECT), WHICH SCHEDULE
SHALL BE USED TO DETERMINE NET EXCESS AVAILABILITY AND SUCH OTHER INFORMATION
AND BACKUP AS REQUESTED BY LENDER.
SUCH BORROWING BASE CERTIFICATE MAY BE SENT
TO LENDER BY FACSIMILE OR ELECTRONIC MAIL MEANS BUT THE ORIGINAL THEREOF MUST BE
FORWARDED TO LENDER ON THE DATE OF SUCH TRANSMISSION.
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 90 DAYS AFTER THE
END OF EACH OF BORROWER'S FISCAL YEARS,
(I)
FINANCIAL STATEMENTS OF BORROWER FOR EACH SUCH FISCAL YEAR,
AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO
LENDER AND CERTIFIED, WITHOUT ANY QUALIFICATIONS, BY SUCH ACCOUNTANTS TO HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP (SUCH AUDITED FINANCIAL STATEMENTS TO
INCLUDE A BALANCE SHEET, INCOME STATEMENT, AND STATEMENT OF CASH FLOW AND, IF
PREPARED, SUCH ACCOUNTANTS' LETTER TO MANAGEMENT), AND
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(II)
A CERTIFICATE OF