OR (B) SHALL BE ACCOMPANIED BY A CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF BORROWERS (I) CERTIFYING THAT (A) SUCH CONSOLIDATED
FINANCIAL INFORMATION PRESENTS FAIRLY IN ACCORDANCE WITH GAAP (SUBJECT IN THE
CASE OF MONTHLY FINANCIAL INFORMATION TO THE ABSENCE OF
35
FOOTNOTES AND NORMAL YEAR-END ADJUSTMENTS) THE FINANCIAL POSITION AND RESULTS OF
OPERATIONS OF BORROWERS, ON A CONSOLIDATED BASIS, (B) ANY OTHER INFORMATION
PRESENTED THEREIN IS TRUE AND CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, AND
(C) THERE WAS NO DEFAULT OR EVENT OF DEFAULT IN EXISTENCE AS OF SUCH TIME OR, IF
A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, DESCRIBING THE
NATURE THEREOF AND ALL EFFORTS UNDERTAKEN TO CURE SUCH DEFAULT OR EVENT OF
DEFAULT, AND (II) SETTING FORTH CALCULATIONS (WITH SUCH SPECIFICITY AS THE AGENT
MAY REASONABLY REQUEST) OF THE PERIOD THEN ENDED WHICH DEMONSTRATE COMPLIANCE
WITH ARTICLE VI HEREOF.
(D)
MONTHLY HOLDINGS REPORT.
WITHIN THIRTY (30) DAYS AFTER THE
EXPIRATION OF EACH CALENDAR MONTH, BORROWERS SHALL DELIVER TO AGENT A TRUE,
COMPLETE AND CORRECT MONTHLY HOLDINGS REPORT AS OF THE END OF THE PRIOR CALENDAR
MONTH AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
(E)
MANAGEMENT LETTERS.
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT
THEREOF BY ANY BORROWER, COPIES OF ALL MANAGEMENT LETTERS, EXCEPTION REPORTS OR
SIMILAR LETTERS OR REPORTS RECEIVED BY SUCH BORROWER FROM ITS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT.
(F)
DEFAULT NOTICES; COVENANT RELIEF NOTICES.
AS SOON AS
PRACTICABLE, AND IN ANY EVENT WITHIN TWO (2) BUSINESS DAYS AFTER AN EXECUTIVE
OFFICER OF ANY BORROWER HAS ACTUAL KNOWLEDGE OF THE EXISTENCE OF ANY DEFAULT,
EVENT OF DEFAULT OR OTHER EVENT WHICH HAS HAD A MATERIAL ADVERSE EFFECT,
TELEPHONIC OR TELECOPIED NOTICE SPECIFYING THE NATURE OF SUCH DEFAULT OR EVENT
OF DEFAULT OR OTHER EVENT, INCLUDING THE ANTICIPATED EFFECT THEREOF, WHICH
NOTICE, IF GIVEN TELEPHONICALLY, SHALL BE PROMPTLY CONFIRMED IN WRITING ON THE
NEXT BUSINESS DAY.
AS SOON AS POSSIBLE, AND IN ANY EVENT WITHIN ONE (1)
BUSINESS DAY OF BORROWERS MAKING THE DETERMINATION THAT THEY ARE ENTITLED TO
RELIEF FROM CERTAIN COVENANTS PURSUANT TO SECTION 5.12 OR SECTION 12.1(A),
BORROWERS SHALL DELIVER TO AGENT, A WRITTEN NOTICE SETTING FORTH, IN SUCH DETAIL
AS AGENT SHALL REQUEST, (I) THE ADVERSE DETERMINATION BY THE RELEVANT
GOVERNMENTAL AUTHORITY, (II) THE STEPS BORROWERS TOOK TO OBTAIN APPROVAL AND/OR
WAIVER FROM SUCH GOVERNMENTAL AUTHORITY, AND (III) THE EXTENT TO WHICH BORROWERS
WILL BE UNABLE TO COMPLY WITH THE COVENANTS SET FORTH IN SECTION 5.12 OR SECTION
12.1(A), AS THE CASE MAY BE.
(G)
SHAREHOLDER REPORTS AND PRESS RELEASES.
PROMPTLY UPON THEIR
BECOMING AVAILABLE, COPIES OF (I) ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND
PROXY STATEMENTS MADE AVAILABLE BY PDS TO ITS SECURITY HOLDERS, (II) ALL REGULAR
AND PERIODIC REPORTS FILED BY ANY BORROWER WITH ANY GOVERNMENTAL OR PRIVATE
REGULATORY AUTHORITY, AND (III) ALL PRESS RELEASES AND OTHER STATEMENTS MADE
AVAILABLE BY ANY BORROWER CONCERNING MATERIAL CHANGES OR DEVELOPMENTS IN THE
BUSINESS OF SUCH BORROWER.
(H)
LITIGATION.
PROMPTLY UPON LEARNING THEREOF, WRITTEN NOTICE OF ANY
LITIGATION