ACCOUNTANTS.
5.08.6.
COMPLIANCE CERTIFICATE.
THE BORROWER SHALL
SUBMIT A COMPLIANCE CERTIFICATE TO THE AGENT, WITHIN FIFTY (50) CALENDAR DAYS
AFTER THE END OF EACH FISCAL QUARTER.
5.08.7.
REPORTS TO OTHER CREDITORS.
PROMPTLY AFTER
THE FURNISHING THEREOF, THE BORROWER SHALL SUBMIT TO THE AGENT COPIES OF ANY
STATEMENT OR REPORT FURNISHED TO ANY OTHER PERSON PURSUANT TO THE TERMS OF ANY
INDENTURE, LOAN, OR CREDIT OR SIMILAR AGREEMENT AND NOT OTHERWISE REQUIRED TO BE
FURNISHED TO THE AGENT PURSUANT TO ANY OTHER PROVISIONS OF THIS AGREEMENT.
5.08.8.
MANAGEMENT CHANGES.
THE BORROWER SHALL NOTIFY
THE AGENT PROMPTLY OF ANY CHANGES IN THE PERSONNEL HOLDING THE POSITIONS OF
CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR CHIEF OPERATING OFFICER OF
THE BORROWER.
5.08.9.
NOTICE OF DEFAULTS AND EVENTS OF DEFAULT.
THE
BORROWER SHALL PROMPTLY GIVE WRITTEN NOTICE TO THE AGENT OF THE OCCURRENCE OF
ANY DEFAULT OR EVENT OF DEFAULT, SETTING FORTH IN SUCH NOTICE THE DETAILS
THEREOF, AND THE ACTION WHICH THE BORROWER IS TAKING OR PROPOSES TO TAKE WITH
RESPECT THERETO.
48
5.08.10.
SEC FILINGS.
WITHIN FIVE (5) DAYS AFTER THE
SENDING, FILING, OR RECEIPT THEREOF, AND TO THE EXTENT NOT READILY AVAILABLE TO
THE PUBLIC THROUGH THE INTERNET, COPIES OF:
(A) ALL FINANCIAL STATEMENTS,
REPORTS, NOTICES AND PROXY STATEMENTS THAT THE BORROWER SENDS TO ITS
SHAREHOLDERS; AND (B) ALL REGULAR, PERIODIC AND SPECIAL REPORTS, REGISTRATION
STATEMENTS AND PROSPECTUSES THAT THE BORROWER RENDERS TO OR FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE,
INCLUDING WITHOUT LIMITATION EACH OF THE FORMS 10-K AND 10-Q FILED BY THE
BORROWER WITH THE SECURITIES AND EXCHANGE COMMISSION.
5.08.11.
GENERAL INFORMATION. IN ADDITION TO THE ITEMS SET
FORTH IN SUBPARAGRAPHS 5.08.1 THROUGH 5.08.10 ABOVE, THE BORROWER AGREES TO
SUBMIT, AND CAUSE THE OTHER LOAN PARTIES TO SUBMIT, TO THE AGENT SUCH OTHER
INFORMATION RESPECTING THE CONDITION OR OPERATIONS, FINANCIAL OR OTHERWISE, OF
THE LOAN PARTIES AS THE AGENT MAY REASONABLY REQUEST FROM TIME TO TIME.
Section 5.09.
Preservation of Existence, Etc.
The
Borrower and the other Loan Parties shall each (a) preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization, (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business, except to the extent that failure to do
so could not reasonably be expected to cause a Material Adverse Change, and
(c) preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
cause a Material Adverse Change.
Section 5.10.
Maintenance of Assets and Properties.
Each of the Borrower and the other Loan Parties shall maintain, preserve and
protect all of its material assets and properties necessary in the operation of
its business in good working order and condition, ordinary wear and tear
excepted and except as otherwise permitted to be disposed of in accordance with
the terms of this Agreement.