ANY FEDERAL, STATE OR LOCAL
GOVERNMENTAL DEPARTMENT, BUREAU OR AGENCY.
4.2.
INTERIM FINANCIAL STATEMENTS; CERTIFICATE OF NO DEFAULT.
FURNISH
THE BANK WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH QUARTER THE
BORROWER'S FINANCIAL STATEMENTS FOR SUCH PERIOD, IN REASONABLE DETAIL, CERTIFIED
BY AN AUTHORIZED OFFICER OF THE BORROWER AND PREPARED IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED FROM PERIOD TO PERIOD.
THE BORROWER SHALL ALSO DELIVER A
CERTIFICATE AS TO ITS COMPLIANCE WITH APPLICABLE FINANCIAL COVENANTS (CONTAINING
DETAILED CALCULATIONS OF ALL FINANCIAL COVENANTS) FOR THE PERIOD THEN ENDED AND
WHETHER ANY EVENT OF DEFAULT EXISTS, AND, IF SO, THE NATURE THEREOF AND THE
CORRECTIVE MEASURES THE BORROWER PROPOSES TO TAKE.
AS USED IN THIS AGREEMENT,
"FINANCIAL STATEMENTS" MEANS THE BORROWER'S CONSOLIDATED AND, IF REQUIRED BY THE
BANK IN ITS SOLE DISCRETION, CONSOLIDATING BALANCE SHEETS, INCOME STATEMENTS AND
STATEMENTS OF CASH FLOWS FOR THE YEAR, MONTH OR QUARTER TOGETHER WITH
YEAR-TO-DATE FIGURES AND COMPARATIVE FIGURES FOR THE CORRESPONDING PERIODS OF
THE PRIOR YEAR.
5
4.3.
ANNUAL FINANCIAL STATEMENTS.
FURNISH THE BORROWER'S FINANCIAL
STATEMENTS TO THE BANK WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL
YEAR.
THOSE FINANCIAL STATEMENTS WILL BE PREPARED ON AN AUDITED BASIS IN
ACCORDANCE WITH GAAP BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT SELECTED BY
THE BORROWER AND SATISFACTORY TO THE BANK.
AUDITED FINANCIAL STATEMENTS SHALL
CONTAIN THE UNQUALIFIED OPINION OF AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
AND ALL ACCOUNTANT EXAMINATIONS SHALL HAVE BEEN MADE IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED FROM PERIOD TO PERIOD.
4.4.
PAYMENT OF TAXES AND OTHER CHARGES.
PAY AND DISCHARGE WHEN DUE ALL
INDEBTEDNESS AND ALL TAXES, ASSESSMENTS, CHARGES, LEVIES AND OTHER LIABILITIES
IMPOSED UPON A LOAN PARTY, ITS INCOME, PROFITS, PROPERTY OR BUSINESS, EXCEPT
THOSE WHICH CURRENTLY ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND FOR WHICH A LOAN PARTY SHALL HAVE SET ASIDE ADEQUATE RESERVES OR
MADE OTHER ADEQUATE PROVISION WITH RESPECT THERETO ACCEPTABLE TO THE BANK IN ITS
REASONABLE DISCRETION.
4.5.
MAINTENANCE OF EXISTENCE, OPERATION AND ASSETS.
DO ALL THINGS
NECESSARY TO (I) MAINTAIN, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS
ORGANIZATIONAL EXISTENCE AND ALL RIGHTS, PERMITS AND FRANCHISES NECESSARY TO
ENABLE IT TO CONTINUE ITS BUSINESS AS CURRENTLY CONDUCTED; (II) CONTINUE IN
OPERATION IN SUBSTANTIALLY THE SAME MANNER AS AT PRESENT; (III) KEEP ITS
PROPERTIES IN GOOD OPERATING CONDITION AND REPAIR; AND (IV) MAKE ALL NECESSARY
AND PROPER REPAIRS, RENEWALS, REPLACEMENTS, ADDITIONS AND IMPROVEMENTS THERETO.
4.6.
COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.
UPON THE
FORMATION OR ACQUISITION OF ANY NEW SUBSIDIARY, THE BORROWER SHALL, AT THE
BORROWER'S EXPENSE:
(i)
within 30 days after such formation or acquisition, cause such
Subsidiary and cause each direct and indirect parent of such Subsidiary (if it
has not already done so), to duly execute and deliver to the Bank a guaranty or
guaranty supplement, in form and substance satisfactory to the Bank,
guaranteeing the Borrower's Obligations;
(ii)
within 30 days after such formation or acquisition, cause such
Subsidiary and each direct and indirect parent of such Subsidiary