the holders of
the entire aggregate unpaid principal amount of the Notes then outstanding:
SECTION 5.01.
FINANCIAL STATEMENTS, REPORTS,
ETC. THE COMPANY WILL FURNISH TO EACH PURCHASER:
(A)
WITHIN NINETY (90) DAYS AFTER THE END OF
EACH FISCAL YEAR OF THE COMPANY A CONSOLIDATED BALANCE SHEET OF THE COMPANY AND
ITS SUBSIDIARIES, IF ANY, AS OF THE END OF SUCH FISCAL YEAR AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME FOR THE FISCAL YEAR THEN ENDED, PREPARED IN
ACCORDANCE WITH GAAP AND CERTIFIED BY A FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS
OF RECOGNIZED NATIONAL STANDING SELECTED BY THE BOARD OF DIRECTORS OF THE
COMPANY;
(B)
WITHIN FORTY FIVE (45) DAYS AFTER THE END
OF EACH FISCAL QUARTER IN EACH FISCAL YEAR A CONSOLIDATED BALANCE SHEET OF THE
COMPANY AND ITS SUBSIDIARIES, IF ANY, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME UNAUDITED BUT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY, SUCH
CONSOLIDATED BALANCE SHEET TO BE AS OF THE END OF SUCH FISCAL QUARTER AND SUCH
CONSOLIDATED STATEMENTS OF INCOME TO BE FOR SUCH FISCAL QUARTER AND FOR THE
PERIOD FROM THE BEGINNING OF THE FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER;
(C)
PROMPTLY AFTER THE COMMENCEMENT THEREOF,
NOTICE OF ALL ACTIONS, SUITS, CLAIMS, PROCEEDINGS, INVESTIGATIONS AND INQUIRIES
OF THE TYPE DESCRIBED IN SECTION 2.09 OF THIS AGREEMENT THAT COULD MATERIALLY
ADVERSELY AFFECT THE COMPANY OR ANY OF ITS SUBSIDIARIES, IF ANY;
14
(D)
PROMPTLY UPON SENDING, MAKING AVAILABLE OR
FILING THE SAME, ALL PRESS RELEASES, REPORTS AND FINANCIAL STATEMENTS THAT THE
COMPANY SENDS OR MAKES AVAILABLE TO ITS STOCKHOLDERS OR DIRECTORS OR FILES WITH
THE SEC; AND
(E)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE BUSINESS, PROSPECTS, FINANCIAL CONDITION, OPERATIONS,
PROPERTY OR AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS SUCH PURCHASER
REASONABLY MAY REQUEST.
Notwithstanding this Section 5.01, so long as the Company is required to make
filings pursuant to the Exchange Act and makes such filings in a timely manner,
the Company will be deemed to have furnished to the Purchasers the financial
statements and other reports required by this Section 5.01.
SECTION 5.02.
CORPORATE EXISTENCE; MAINTENANCE
OF BUSINESS. THE COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
PRESERVE AND MAINTAIN ITS EXISTENCE. THE COMPANY WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, PRESERVE AND KEEP IN FORCE AND EFFECT ALL LICENSES,
PERMITS, FRANCHISES, APPROVALS, PATENTS, TRADEMARKS, TRADE NAMES, TRADE STYLES,
COPYRIGHTS, AND OTHER PROPRIETARY RIGHTS NECESSARY TO THE CONDUCT OF ITS
BUSINESS WHERE THE FAILURE TO DO SO COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 5.03.
PROPERTIES, INSURANCE. THE
COMPANY WILL MAINTAIN AS TO ITS PROPERTIES AND BUSINESS, WITH FINANCIALLY SOUND
AND REPUTABLE INSURERS, INSURANCE AGAINST SUCH CASUALTIES AND CONTINGENCIES AND
OF SUCH TYPES AND IN SUCH AMOUNTS AS IS CUSTOMARY FOR COMPANIES SIMILARLY
SITUATED, WHICH INSURANCE WILL BE DEEMED BY THE COMPANY TO BE SUFFICIENT.
SECTION 5.04.
USE OF PROCEEDS. THE COMPANY
WILL USE