IN COMPLIANCE WITH ALL TERMS,
COVENANTS AND CONDITIONS OF THIS AGREEMENT WHICH ARE BINDING UPON IT;
(2)
THERE EXISTS NO DEFAULT; OR, IF SUCH IS NOT THE CASE, THAT ONE OR
MORE SPECIFIED DEFAULTS HAVE OCCURRED; AND
(3)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE
TRUE WITH THE SAME EFFECT AS THOUGH MADE ON THE DATE OF SUCH CERTIFICATE, EXCEPT
FOR THOSE REPRESENTATIONS AND WARRANTIES WHICH RELATE TO A SPECIFIC DATE.
(I)
BORROWER WILL, WHEN REQUESTED SO TO DO, MAKE AVAILABLE FOR
INSPECTION AND AUDIT BY DULY AUTHORIZED REPRESENTATIVES OF AGENT OR COLLATERAL
AGENT ANY OF ITS RECORDS, AND WILL FURNISH AGENT AND COLLATERAL AGENT ANY
INFORMATION REGARDING ITS BUSINESS AFFAIRS AND FINANCIAL CONDITION WITHIN A
REASONABLE TIME AFTER WRITTEN REQUEST THEREFORE.
BORROWER SHALL REIMBURSE AGENT
AND COLLATERAL AGENT FOR ALL COSTS ASSOCIATED WITH SUCH AUDIT IF THE AUDIT
REVEALS A MATERIAL DISCREPANCY IN ANY FINANCIAL REPORT, STATEMENT OR OTHER
DOCUMENT PROVIDED TO LENDER PARTY PURSUANT TO THIS AGREEMENT.
(J)
BORROWER WILL KEEP ACCURATE AND COMPLETE RECORDS, CONSISTENT WITH
CUSTOMARY INDUSTRY PRACTICES.
64
(K)
WITHIN TEN (10) DAYS OF AGENT'S REQUEST THEREFORE, BORROWER WILL
FURNISH OR CAUSE TO BE FURNISHED TO AGENT COPIES OF INCOME TAX RETURNS FILED BY
EACH MEMBER OF THE BORROWER CONSOLIDATED GROUP.
(L)
BORROWER WILL PAY WHEN DUE (OR WITHIN APPLICABLE GRACE PERIODS)
ALL INDEBTEDNESS DUE THIRD PARTIES, UNLESS THE FAILURE SO TO PAY SUCH
INDEBTEDNESS WOULD NOT GIVE RISE TO A MATERIAL ADVERSE CHANGE.
(M)
BORROWER WILL NOTIFY AGENT AND COLLATERAL AGENT THIRTY (30) DAYS IN
ADVANCE OF ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OF BORROWER, ANY
CHANGE IN THE LOCATION OF ANY PLACE OF BUSINESS OF BORROWER OR OF THE
ESTABLISHMENT OF ANY NEW PLACE OF BUSINESS, OR THE DISCONTINUANCE OF ANY
EXISTING PLACE OF BUSINESS.
(N)
BORROWER WILL PROMPTLY NOTIFY AGENT AND COLLATERAL AGENT IN WRITING
IF ANY RESPONSIBLE OFFICER OF BORROWER OBTAINS KNOWLEDGE OF ANY OF THE
FOLLOWING:
(1)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, TOGETHER WITH A
WRITTEN STATEMENT OF A RESPONSIBLE OFFICER SPECIFYING THE NATURE OF SUCH DEFAULT
OR EVENT OF DEFAULT, THE PERIOD OF EXISTENCE THEREOF AND THE ACTION THAT
BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO;
(2)
THE CANCELLATION OR TERMINATION OF ANY MATERIAL CONTRACT (OTHER
THAN UPON THE EXPIRATION OF ITS TERM); AND
(3)
ANY DEFAULT OR EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY
APPLICABLE GRACE AND CURE PERIOD) UNDER ANY AGREEMENT OF ANY BORROWER PARTY WITH
ANY PERSON AND RELATING TO THE BORROWING OF MONEY.
(O)
BORROWER WILL COLLECT ITS ACCOUNTS AND SELL ITS INVENTORY ONLY IN
THE ORDINARY COURSE OF BUSINESS (EXCEPT IN CONNECTION WITH PERMITTED TRANSFERS
OF ASSETS).
(P)
BORROWER WILL:
(1)
FUND ALL ITS PLANS IN ACCORDANCE WITH NO LESS THAN THE MINIMUM
FUNDING STANDARDS OF SECTION 302 OF ERISA;
(2)
FURNISH BANK, UPON REQUEST, WITH COPIES OF ALL MATERIAL REPORTS OR
OTHER STATEMENTS FILED WITH THE UNITED STATES DEPARTMENT OF LABOR OR THE
INTERNAL REVENUE SERVICE WITH RESPECT TO ALL SUCH