Thousand ($250,000)
Dollars or less for seven (7) consecutive days, then Borrowers shall provide
Lender with weekly cash flow reports in form and content satisfactory to Lender.
9-6.
Monthly Reports.
(A)
MONTHLY, THE BORROWERS SHALL PROVIDE THE LENDER WITH ORIGINAL
COUNTERPARTS OF (EACH IN SUCH FORM AS THE LENDER FROM TIME TO TIME MAY SPECIFY):
(I)
WITHIN FIFTEEN (15) DAYS OF THE END OF THE PREVIOUS MONTH:
See EXHIBIT 9-R
(II)
WITHIN THIRTY (30) DAYS OF THE END OF THE
PREVIOUS MONTH:
See EXHIBIT 9-R
9-7.
ANNUAL REPORTS.
(A)
IN ADDITION TO THE MONTHLY REPORTS REQUIRED UNDER ARTICLE 9-6,
ANNUALLY, WITHIN NINETY (90) DAYS FOLLOWING THE END OF THE BORROWERS' FISCAL
YEAR, THE BORROWERS SHALL FURNISH THE LENDER WITH AN ORIGINAL SIGNED COUNTERPART
OF THE BORROWERS' ANNUAL FINANCIAL
36
statement, which statement shall have been prepared by, and bearing the
unqualified opinion of, the Borrowers' independent certified public accountants
(i.e. said statement shall be" certified" by such accountants). Such annual
statement shall include, at a minimum (with comparative information for the then
prior fiscal year) a balance sheet, income statement, statement of changes in
shareholders' equity, and cash flows.
(B)
EACH ANNUAL STATEMENT SHALL BE ACCOMPANIED BY SUCH ACCOUNTANT'S
CERTIFICATE INDICATING THAT TO THE BEST KNOWLEDGE OF SUCH ACCOUNTANT, NO EVENT
HAS OCCURRED WHICH IS OR WHICH, SOLELY WITH THE PASSAGE OF TIME OR THE GIVING OF
NOTICE (OR BOTH) WOULD BE, AN EVENT OF DEFAULT.
(C)
BORROWERS SHALL PROVIDE INTERIM DRAFT (SUBJECT TO YEAR END AUDIT
AND SIMILAR ADJUSTMENTS) ANNUAL FINANCIAL STATEMENTS (INCLUSIVE OF SUBSEQUENT
PERIODS, UNTIL YEAR END STATEMENTS ARE DELIVERED) WITHIN FORTY-FIVE (45) DAYS OF
EACH YEAR END.
9-8.
OFFICER'S CERTIFICATES.
THE BORROWERS SHALL CAUSE THE BORROWERS'
PRESIDENT AND CHIEF FINANCIAL OFFICER RESPECTIVELY TO PROVIDE SUCH PERSON'S
CERTIFICATE WITH THOSE MONTHLY, QUARTERLY, AND ANNUAL STATEMENTS TO BE FURNISHED
PURSUANT TO THIS AGREEMENT, WHICH CERTIFICATE SHALL:
(A)
INDICATE THAT THE SUBJECT STATEMENT WAS PREPARED IN ACCORDANCE
WITH GAAP CONSISTENTLY APPLIED, AND PRESENTS FAIRLY THE FINANCIAL CONDITION OF
THE BORROWERS AT THE CLOSE OF, AND THE RESULTS OF THE BORROWERS' OPERATIONS AND
CASH FLOWS FOR, THE PERIOD(S) COVERED, SUBJECT, HOWEVER (WITH THE EXCEPTION OF
THE CERTIFICATE WHICH ACCOMPANIES SUCH ANNUAL STATEMENT) TO USUAL YEAR END
ADJUSTMENTS.
(B)
INDICATE EITHER THAT (I) NO SUSPENSION EVENT HAS OCCURRED OR (II)
IF SUCH AN EVENT HAS OCCURRED, ITS NATURE (IN REASONABLE DETAIL) AND THE STEPS
(IF ANY) BEING TAKEN OR CONTEMPLATED BY THE BORROWERS TO BE TAKEN ON ACCOUNT
THEREOF.
(C)
INCLUDE CALCULATIONS CONCERNING THE BORROWERS' COMPLIANCE (OR
FAILURE TO COMPLY) AT THE DATE OF THE SUBJECT STATEMENT WITH EACH OF THE
FINANCIAL PERFORMANCE COVENANTS INCLUDED IN SECTION 9-12, BELOW.
(D)
INDICATE THAT ALL TAXES (BROKEN DOWN BY TYPE AND TAXING AUTHORITY)
HAVE OR HAVE NOT BEEN PAID.
(E)
INDICATE THAT ALL RENT AND ADDITIONAL RENT (BROKEN DOWN BY STORE
LOCATION) DUE PURSUANT TO ANY STORE LEASE HAVE OR HAVE NOT BEEN PAID.
9-9.
INVENTORIES, APPRAISALS, AND AUDITS.
(A)
THE LENDER, AT THE EXPENSE OF THE BORROWERS, MAY PARTICIPATE IN
AND/OR