ORDINARY COMMERCIAL TERMS NEGOTIATED
ON AN ARM'S LENGTH BASIS AND THAT EACH SUCH TRANSACTION WAS AT LEAST AS
FAVORABLE TO SUCH PARTY B AS THE TERMS AVAILABLE FROM INDEPENDENT THIRD PARTIES,
AND (3) A COMPARISON OF THE RESULTS OF OPERATIONS OF PARTY B FOR THE RELEVANT
PERIOD TO THE OPERATING BUDGET FOR THE SAME PERIOD, TOGETHER WITH AN EXPLANATION
OF ANY MATERIAL VARIATION THEREFROM; AND
42
(E)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN
FORTY (40) DAYS AFTER THE END OF EACH MONTH (INCLUDING THE LAST MONTH OF PARTY
B'S FISCAL YEAR), PARTY B WILL DELIVER THE CONSOLIDATED BALANCE SHEET OF PARTY
B, AS AT THE END OF SUCH MONTH, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME, STOCKHOLDERS' EQUITY AND CASH FLOW FOR SUCH MONTH AND FOR THE PERIOD
FROM THE BEGINNING OF THE THEN CURRENT FISCAL YEAR OF PARTY B TO THE END OF SUCH
MONTH.
(VII)
MISCELLANEOUS NOTICES AND REPORTS.
PARTY B WILL
FURNISH TO PARTY A WITH RESPECT TO PARTY B AND EACH SPECIFIED ENTITY OF PARTY B:
(A)
PROMPTLY, NOTICE OF ANY CHANGE IN THE
RESPONSIBLE OFFICERS OF PARTY B OR ANY SUCH SPECIFIED ENTITY, INCLUDING
CERTIFIED SPECIMEN SIGNATURES OF ANY NEW OFFICER SO APPOINTED AN, IF REQUESTED
BY PARTY A, SATISFACTORY EVIDENCE OF THE AUTHORITY OF EACH SUCH NEW OFFICER;
(B)
PROMPTLY AFTER PARTY B'S OR ANY SPECIFIED
ENTITY OF PARTY B'S RECEIPT THEREOF, A COPY OF ANY MANAGEMENT LETTER RECEIVED BY
PARTY B OR ANY SUCH SPECIFIED ENTITY FROM THE AUDITOR IN RELATION TO ITS
FINANCIAL, ACCOUNTING AND OTHER SYSTEMS, MANAGEMENT OR ACCOUNTS;
(C)
PROMPTLY AFTER PARTY B'S OR ANY SUCH
SPECIFIED ENTITY'S RECEIPT THEREOF, A SUMMARY INCLUDING ALL RELEVANT INFORMATION
OF ANY MATERIAL NOTICES AND MATERIAL DOCUMENTS OR INFORMATION RECEIVED BY PARTY
B OR ANY SUCH SPECIFIED ENTITY WITH RESPECT TO ANY MATERIAL CONTRACT (INCLUDING
ANY NOTICE OR OTHER DOCUMENT RELATING TO A FAILURE BY PARTY B OR ANY SUCH
SPECIFIED ENTITY TO PERFORM ANY OF ITS COVENANTS OR OBLIGATIONS UNDER SUCH
MATERIAL CONTRACT);
(D)
NOT LATER THAN THE FIFTH BUSINESS DAY
FOLLOWING THE END OF EACH MONTH, AN UPDATED MONTHLY (I) ACCOUNTS RECEIVABLE
AGING REPORT FOR EACH MONTH DURING THE TERM OF THIS AGREEMENT (WITH AN ESTIMATE
OF ASSOCIATED TAXES DUE), (II) CHURN REPORT, (III) STATEMENT OF ACCRUED UNBILLED
ACCOUNTS RECEIVABLE, (IV) ESTIMATED AMOUNT OF IMBALANCES WITH LDCS AND
TRANSPORTERS, AND (V) AN INFORMATION MATRIX FOR EACH DESIGNATED JURISDICTION IN
WHICH PARTY B OR SUCH SPECIFIED ENTITY IS MARKETING, WHICH MATRIX WILL SHOW THE
NUMBER OF CUSTOMERS, MONTHLY THROUGHPUT, PRICING STRUCTURE, MARGIN PER UNIT PER
PRICING STRUCTURE AND AVERAGE SALES;
(E)
UPON PARTY A'S REQUEST AND IN A MANNER AND
FORMAT DETERMINED BY PARTY A IN ITS SOLE DISCRETION, THE INDIVIDUAL CUSTOMER
DETAIL TRANSACTION HISTORY OF CHARGES AND PAYMENTS TO SUPPORT THE GENERAL LEDGER
AND AGED RECEIVABLES INFORMATION CONTAINED IN ANY FINANCIAL STATEMENTS AND
REPORTS FURNISHED BY PARTY B OR ANY SUCH SPECIFIED ENTITY TO PARTY A;
(F)
UPON PARTY A'S REQUEST, ANY INFORMATION
REQUIRED TO CALCULATE THE COLLATERAL