MONTHLY REPORTS
PROVIDED TO THE REVOLVING LOAN AGENT AS REASONABLY REQUESTED BY THE TERM
COLLATERAL AGENT.
(B)
MONTHLY, THE LEAD BORROWER SHALL PROVIDE THE TERM COLLATERAL AGENT WITH
ORIGINAL COUNTERPARTS OF THE FOLLOWING (EACH IN SUCH FORM AS THE TERM COLLATERAL
AGENT FROM TIME TO TIME MAY SPECIFY), WITHIN THIRTY (30) DAYS OF THE END OF THE
PREVIOUS MONTH:
(I)
THE OFFICER'S COMPLIANCE CERTIFICATE
DESCRIBED IN SECTION 5.7.
(II)
AN INTERNALLY PREPARED FINANCIAL STATEMENT
OF THE BORROWERS' FINANCIAL CONDITION AND THE RESULTS OF ITS OPERATIONS FOR, THE
PERIOD ENDING WITH THE END OF THE SUBJECT MONTH, WHICH FINANCIAL STATEMENT SHALL
INCLUDE, AT A MINIMUM, A CONSOLIDATED BALANCE SHEET, INCOME STATEMENT, CASH FLOW
AND
COMPARISON TO THE BUSINESS PLAN, WHICH STATEMENT SHALL BE CERTIFIED BY THE
LEAD BORROWER'S CHIEF FINANCIAL OFFICER OR CHIEF OPERATING OFFICER AS FAIRLY
PRESENTING THE FINANCIAL POSITION OF THE BORROWERS IN ACCORDANCE WITH GAAP
(SUBJECT TO YEAR-END AUDIT ADJUSTMENTS).
(III)
UPON REQUEST OF THE TERM ADMINISTRATIVE
AGENT, COPIES OF ANY NEW AGREEMENTS RELATING TO (I) LEASING OF A CUSTOMER LIST,
(II) MARKETING SERVICES, OR (III) LEASED DEPARTMENT RELATIONSHIPS IN WHICH A
BORROWER LEASES OR LICENSES A PORTION OF THE SPACE IN A STORE, TOGETHER WITH ANY
AMENDMENTS OF ANY SUCH EXISTING AGREEMENTS SINCE THE DATE OF THE PREVIOUS
REPORT.
5.5
QUARTERLY REPORTS.
Quarterly, within forty five (45) days following the end of each of the
Borrower's first three fiscal quarters, the Borrowers shall provide the Term
Agent with an original counterpart of a management prepared financial statement
of the Borrowers for the period from the beginning of the Borrowers' then
current Fiscal Year through the end of the subject quarter, with comparative
information for the same period of the previous Fiscal Year, which statement
shall include, at a minimum, a consolidated
balance sheet, income statement (if
requested, on a company specific
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and on a "consolidating" basis) and cash flows and comparisons for the
corresponding quarter of the then immediately previous year, as well as to the
Business Plan.
5.6
ANNUAL REPORTS.
(A)
ANNUALLY, WITHIN 90 DAYS FOLLOWING THE END OF THE BORROWERS' FISCAL YEAR,
THE LEAD BORROWER SHALL FURNISH THE TERM AGENT WITH THE FOLLOWING:
(I)
BORROWERS' CONSOLIDATED ANNUAL FINANCIAL
STATEMENT, WHICH STATEMENT SHALL HAVE BEEN PREPARED BY, AND BEAR THE UNQUALIFIED
OPINION OF, THE BORROWERS' INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (I.E. SAID
STATEMENT SHALL BE "CERTIFIED" BY SUCH ACCOUNTANTS) AND SHALL INCLUDE, AT A
MINIMUM (WITH COMPARATIVE INFORMATION FOR THE THEN PRIOR FISCAL YEAR) A BALANCE
SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, AND CASH
FLOWS; AND
(II)
THE OFFICER'S COMPLIANCE CERTIFICATE
DESCRIBED IN SECTION 5.7.
(B)
EACH ANNUAL STATEMENT SHALL BE ACCOMPANIED BY SUCH ACCOUNTANT'S
CERTIFICATE INDICATING THAT, IN CONDUCTING THE AUDIT FOR SUCH ANNUAL STATEMENT,
NOTHING CAME TO THE ATTENTION OF SUCH ACCOUNTANTS TO BELIEVE THAT ANY DEFAULT OR
EVENT OF DEFAULT RELATING TO THE FINANCIAL PERFORMANCE COVENANTS IMPOSED
PURSUANT TO SECTION 5.10 HAD OCCURRED DURING THE SUBJECT FISCAL YEAR (OR IF ONE
OR MORE HAD OCCURRED, THE FACTS AND CIRCUMSTANCES