PERSONAL OR MIXED) AND ALL CHARGES WITH
RESPECT TO TAX, SOCIAL SECURITY AND UNEMPLOYMENT WITHHOLDING REQUIRED TO BE PAID
BY IT, AND (B) LAWFUL CLAIMS FOR LABOR, MATERIALS, SUPPLIES AND SERVICES OR
OTHERWISE BEFORE ANY THEREOF SHALL BECOME PAST DUE.
(II)
THE BORROWER MAY IN GOOD FAITH CONTEST, BY APPROPRIATE
PROCEEDINGS, THE VALIDITY OR AMOUNT OF ANY CHARGES OR CLAIMS DESCRIBED IN
SECTION 5.01(E)(I); PROVIDED, THAT (A) ADEQUATE RESERVES WITH RESPECT TO SUCH
CONTEST ARE MAINTAINED ON THE BOOKS OF THE BORROWER, IN ACCORDANCE WITH GAAP,
(B) SUCH CONTEST IS MAINTAINED AND PROSECUTED CONTINUOUSLY AND WITH DILIGENCE,
(C) NONE OF THE BORROWER COLLATERAL BECOMES SUBJECT TO FORFEITURE OR LOSS AS A
RESULT OF SUCH CONTEST, (D) NO LIEN SHALL BE IMPOSED TO SECURE PAYMENT OF SUCH
CHARGES OR CLAIMS OTHER THAN INCHOATE TAX LIENS AND (E) THE ADMINISTRATIVE AGENT
HAS NOT ADVISED THE BORROWER IN WRITING THAT IT REASONABLY BELIEVES THAT FAILURE
TO PAY OR TO DISCHARGE SUCH CLAIMS OR CHARGES COULD HAVE OR RESULT IN A MATERIAL
ADVERSE EFFECT WITHIN THE MEANING OF CLAUSES (A)(II) AND (B) THROUGH (E) OF THE
DEFINITION THEREOF.
(F)
ERISA.
THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT PROMPT
WRITTEN NOTICE OF ANY EVENT THAT (I) COULD REASONABLY BE EXPECTED TO RESULT IN
THE IMPOSITION OF A LIEN ON ANY BORROWER COLLATERAL UNDER SECTION 412 OF THE IRC
OR SECTION 302 OR 4068 OF ERISA, OR (II) COULD REASONABLY BE EXPECTED TO RESULT
IN THE INCURRENCE BY BORROWER OF ANY LIABILITIES UNDER TITLE IV OF ERISA (OTHER
THAN PREMIUM PAYMENTS ARISING IN THE ORDINARY COURSE OF BUSINESS).
SECTION 5.02.
REPORTING REQUIREMENTS OF THE BORROWER.
THE BORROWER HEREBY
AGREES THAT FROM AND AFTER THE EFFECTIVE DATE UNTIL THE TERMINATION DATE, IT
SHALL FURNISH OR CAUSE TO BE FURNISHED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS:
(A)
THE FINANCIAL STATEMENTS, NOTICES, REPORTS AND OTHER INFORMATION
AT THE TIMES, TO THE PERSONS AND IN THE MANNER SET FORTH IN ANNEX 5.02(A).
27
(B)
NO LATER THAN 11:00 A.M. ON ANY ADVANCE DATE AND AT THE SAME TIME
EACH MONTHLY REPORT, WEEKLY REPORT OR DAILY REPORT, AS APPLICABLE, IS REQUIRED
TO BE DELIVERED PURSUANT TO THE TERMS OF ANNEX 5.02(A), A COMPLETED CERTIFICATE
IN THE FORM ATTACHED HERETO AS EXHIBIT 5.02(B) (EACH, A "BORROWING BASE
CERTIFICATE"), PROVIDED, THAT IF (I) AN INCIPIENT TERMINATION EVENT OR A
TERMINATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING OR (II) THE
ADMINISTRATIVE AGENT, IN GOOD FAITH, BELIEVES THAT AN INCIPIENT TERMINATION
EVENT OR A TERMINATION EVENT IS IMMINENT OR REASONABLY DEEMS THE LENDERS' RIGHTS
OR INTERESTS IN THE TRANSFERRED RECEIVABLES OR THE BORROWER COLLATERAL INSECURE,
THEN SUCH BORROWING BASE CERTIFICATES SHALL BE DELIVERED DAILY; AND EACH
BORROWING BASE CERTIFICATE SHALL BE PREPARED BY THE BORROWER OR THE SERVICER AS
OF THE LAST DAY OF THE PREVIOUS MONTH OR WEEK, IN THE EVENT BORROWING BASE
CERTIFICATES ARE REQUIRED TO BE DELIVERED ON A MONTHLY OR WEEKLY BASIS, AND AS
OF THE CLOSE OF BUSINESS ON THE PREVIOUS BUSINESS DAY, IN THE EVENT BORROWING