AFTER THE END OF EACH CALENDAR
QUARTER, THE BORROWER WILL DELIVER TO THE LENDER AN UNAUDITED/INTERNAL BALANCE
SHEET AND STATEMENTS OF INCOME AND RETAINED EARNINGS OF THE BORROWER AS AT THE
END OF AND FOR SUCH QUARTER AND FOR THE YEAR TO DATE PERIOD THEN ENDED, PREPARED
ON A CONSOLIDATED BASIS, IN REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH THE
SECURITIES EXCHANGE COMMISSION RULES FOR INTERIM FINANCIAL STATEMENTS WHICH
CONFORM TO GAAP, AND ACCOMPANIED BY A CERTIFICATE OF THE BORROWER'S CHIEF
FINANCIAL OFFICER, SUBSTANTIALLY IN THE FORM OF EXHIBIT B HERETO STATING
(I) THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH THE
SECURITIES EXCHANGE COMMISSION RULES FOR INTERIM FINANCIAL STATEMENTS WHICH
CONFORM TO GAAP, (II) WHETHER OR NOT SUCH OFFICER HAS KNOWLEDGE OF THE
OCCURRENCE OF ANY UNCURED DEFAULT OR EVENT OF DEFAULT NOT THERETOFORE REPORTED
AND REMEDIED AND, IF SO, STATING IN REASONABLE DETAIL THE FACTS WITH RESPECT
THERETO, AND (III) ALL RELEVANT FACTS IN REASONABLE DETAIL TO EVIDENCE, AND THE
COMPUTATIONS AS TO, WHETHER OR NOT THE BORROWER IS IN COMPLIANCE WITH THE
FINANCIAL COVENANTS.
(C)
COLLATERAL REPORTS.
ON OR BEFORE
JANUARY 31ST AND JULY 31ST OF EACH YEAR, OR MORE FREQUENTLY IF THE LENDER SO
REQUIRES, THE BORROWER WILL DELIVER TO THE LENDER AGINGS OF THE ACCOUNTS AND A
LIST OF ALL ACCOUNTS AND SUCH OTHER INFORMATION AS THE LENDER REASONABLY
REQUESTS.
(D)
PROJECTIONS.
AT LEAST 90 DAYS BEFORE THE
BEGINNING OF EACH FISCAL YEAR OF THE BORROWER, THE BORROWER WILL DELIVER TO THE
LENDER THE PROJECTED BALANCE SHEETS AND INCOME STATEMENTS FOR EACH QUARTER OF
SUCH YEAR, EACH IN REASONABLE DETAIL, REPRESENTING THE BORROWER'S GOOD FAITH
PROJECTIONS AND CERTIFIED BY THE BORROWER'S CHIEF FINANCIAL OFFICER AS BEING
BASED ON REASONABLE ASSUMPTIONS AND IDENTICAL TO THE PROJECTIONS USED BY THE
BORROWER FOR INTERNAL PLANNING PURPOSES, TOGETHER WITH A STATEMENT OF UNDERLYING
ASSUMPTIONS AND SUCH SUPPORTING SCHEDULES AND INFORMATION AS THE LENDER MAY IN
ITS DISCRETION REQUIRE.
(E)
LITIGATION.
IMMEDIATELY AFTER THE
COMMENCEMENT THEREOF, THE BORROWER WILL DELIVER TO THE LENDER NOTICE IN WRITING
OF ALL LITIGATION AND OF ALL PROCEEDINGS BEFORE ANY GOVERNMENTAL OR REGULATORY
AGENCY AFFECTING THE BORROWER (I) OF THE TYPE DESCRIBED IN SECTION 5.15(C) OR
(II) WHICH SEEK A MONETARY RECOVERY AGAINST THE BORROWER IN EXCESS OF
$5,000,000.
(F)
DEFAULTS.
AS PROMPTLY AS PRACTICABLE
(BUT IN ANY EVENT NOT LATER THAN FIVE BUSINESS DAYS) AFTER AN OFFICER OF THE
BORROWER OBTAINS KNOWLEDGE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
OR THE OCCURRENCE OF ANY EVENT WHICH, IF INCURRED, WILL BECOME A DEFAULT
HEREUNDER AFTER NOTICE OR LAPSE OF TIME (OR BOTH), THE BORROWER WILL DELIVER TO
THE LENDER NOTICE OF SUCH OCCURRENCE, TOGETHER WITH A DETAILED STATEMENT BY A
RESPONSIBLE OFFICER OF THE BORROWER OF THE STEPS BEING TAKEN BY THE BORROWER TO
CURE THE EFFECT THEREOF.
IN ADDITION, THE BORROWER SHALL PROMPTLY ADVISE THE
LENDER IN WRITING OF ANY DEFAULT MADE IN THE DUE OBSERVANCE OR PERFORMANCE BY
THE BORROWER
35
OF ANY COVENANT, CONDITION OR AGREEMENT WHERE