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).
(C)
IN ADDITION, IF ACCOUNTS IN AN AGGREGATE FACE AMOUNT IN EXCESS OF
$500,000 BECOME NEWLY INELIGIBLE BECAUSE THEY FALL WITHIN ONE OF THE SPECIFIED
CATEGORIES OF INELIGIBILITY SET FORTH IN THE DEFINITION OF ELIGIBLE ACCOUNTS OR
OTHERWISE
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ESTABLISHED BY ADMINISTRATIVE AGENT, BORROWERS SHALL NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH OCCURRENCE NO LATER THAN THE SIXTH BUSINESS DAY FOLLOWING SUCH
OCCURRENCE AND THE BORROWING BASE SHALL THEREUPON BE ADJUSTED TO REFLECT SUCH
OCCURRENCE.
(B)
FOR PURPOSES OF SECTION 5.6(A)(I), ABOVE, THE FIRST "PREVIOUS MONTH" IN
RESPECT OF WHICH THE ITEMS REQUIRED BY THAT SECTION SHALL BE PROVIDED SHALL BE
SEPTEMBER 2004, AND FOR PURPOSES OF SECTION 5.6(A)(II), ABOVE, THE FIRST
"PREVIOUS MONTH" IN RESPECT OF WHICH THE ITEMS REQUIRED BY THAT SECTION SHALL BE
PROVIDED SHALL BE AUGUST 2004.
(C)
UNTIL OTHERWISE REQUESTED BY THE ADMINISTRATIVE AGENT, THE ITEMS REQUIRED
BY SECTIONS 5.6(A)(I), AND 5.6(A)(II)(C) MAY BE DELIVERED IN ELECTRONIC FORMAT.
5.7
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 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 and on a "consolidating" basis), statement of changes in
shareholders' equity, and cash flows and comparisons for the corresponding
quarter of the then immediately previous year, as well as to the Business Plan.
5.8
ANNUAL REPORTS.
(A)
ANNUALLY, WITHIN 90 DAYS FOLLOWING THE END OF THE BORROWERS' FISCAL YEAR,
THE LEAD BORROWER SHALL FURNISH THE 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 5.9.
(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 SUSPENSION EVENT
RELATING TO THE FINANCIAL PERFORMANCE COVENANTS IMPOSED PURSUANT TO SECTION