TRUE AND CORRECT IN ALL
MATERIAL ASPECTS TO THE BEST OF SUCH OFFICER'S KNOWLEDGE (SUBJECT TO QUARTER-END
AND YEAR-END ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES), AND (II) AS HAVING BEEN
PREPARED IN ACCORDANCE WITH GAAP.
(B)
ANNUAL FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT (I) WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR, A SET OF
CONSOLIDATED FINANCIAL STATEMENTS OF DEBTORS, TO INCLUDE A CONSOLIDATED BALANCE
SHEET, INCOME STATEMENT AND CASH FLOW STATEMENT OF DEBTORS, AS OF THE END OF
SUCH FISCAL YEAR, AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF
RECOGNIZED STANDING CHOSEN BY THE DEBTORS AND REASONABLY SATISFACTORY TO LENDER.
(C)
COMPLIANCE CERTIFICATE.
CONCURRENTLY WITH THE DELIVERY OF
EACH OF THE FINANCIAL STATEMENTS OF DEBTORS REFERRED TO IN SECTIONS 10 (A) AND
(B), A CERTIFICATE OF AN OFFICER OF EACH DEBTOR, SUBSTANTIALLY IN THE FORM OF
EXHIBIT A (I) STATING THAT TO SUCH OFFICER'S KNOWLEDGE, NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, OR IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, A STATEMENT AS TO THE NATURE THEREOF AND THE ACTION WHICH IS
PROPOSED TO BE TAKEN WITH RESPECT THERETO, AND (II) SHOWING IN REASONABLE DETAIL
THE CALCULATIONS DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH
IN SECTION 9 OF THIS AGREEMENT
(D)
BORROWING BASE.
AS SOON AS AVAILABLE AND IN ANY EVENT ON THE
LAST BUSINESS DAY OF EACH WEEK, OR MORE OFTEN AS MAY BE REASONABLY REQUIRED BY
LENDER OR AS MAY BE PROVIDED BY DEBTORS, A BORROWING BASE REPORT SUBSTANTIALLY
IN THE FORM OF EXHIBIT B HERETO, SETTING FORTH THE BORROWING BASE AS IN EFFECT
AT THE END OF THE BUSINESS DAY IMMEDIATELY PRECEDING SUCH DATE OF DELIVERY. EACH
BORROWING BASE REPORT SHALL BE ACCOMPANIED WITH ACCOUNT AGINGS AND SUCH OTHER
REPORTS NECESSARY TO CONFIRM THE CALCULATIONS ON THE BORROWING BASE REPORT.
(E)
OTHER INFORMATION.
DEBTORS SHALL PROMPTLY DELIVER SUCH OTHER
INFORMATION CONCERNING DEBTORS OR ANY SUBSIDIARY OF ANY DEBTOR AS LENDER MAY
REASONABLY REQUEST.
11.
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING SHALL CONSTITUTE AN
"EVENT OF DEFAULT" UNDER THIS AGREEMENT:
(A)
PAYMENT DEFAULT.
THE FAILURE, REFUSAL OR NEGLECT OF ANY
DEBTOR TO PAY WHEN DUE ANY PART OF THE PRINCIPAL OF, OR INTEREST ON, THE
INDEBTEDNESS OWING TO LENDER BY ANY DEBTOR FROM TIME TO TIME AND SUCH FAILURE,
REFUSAL OR NEGLECT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF ONE (1) BUSINESS
DAY FOLLOWING WRITTEN NOTICE FROM LENDER TO ANY DEBTOR OF SUCH FAILURE, REFUSAL
OR NEGLECT.
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(B)
PERFORMANCE DEFAULT.
THE FAILURE OF ANY OBLIGOR TO TIMELY AND
PROPERLY OBSERVE, KEEP OR PERFORM ANY COVENANT OR AGREEMENT, REQUIRED HEREIN OR
IN ANY OF THE OTHER LOAN DOCUMENTS, OTHER THAN A PAYMENT DEFAULT SUBJECT TO
SECTION 11(A), WHICH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS FOLLOWING
WRITTEN NOTICE FROM LENDER TO SUCH OBLIGOR OF SUCH FAILURE;
(C)
REPRESENTATIONS.
ANY REPRESENTATION OR WARRANTY CONTAINED
HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS MADE BY AN OBLIGOR IS FALSE OR
MISLEADING