ANY EVENT WITHIN 90 DAYS AFTER THE
CLOSE OF EACH FISCAL YEAR OF THE BORROWER, (I) THE CONSOLIDATED BALANCE SHEET OF
THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH FISCAL
YEAR, (II) THE CONSOLIDATED STATEMENT OF OPERATIONS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES FOR SUCH FISCAL YEAR AND (III) THE CONSOLIDATED
STATEMENTS OF CASH FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR
SUCH FISCAL YEAR, EACH OF THE FOREGOING TO SET FORTH IN COMPARATIVE FORM THE
CORRESPONDING FIGURES OF THE PREVIOUS YEAR AND TO BE IN REASONABLE DETAIL AND
AUDITED AND CERTIFIED BY DELOITTE & TOUCHE OR OTHER CERTIFIED PUBLIC ACCOUNTANTS
OF NATIONALLY RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE LENDERS;
PROVIDED THAT DELIVERY BY THE BORROWER WITHIN THE TIME PERIOD SPECIFIED ABOVE OF
ITS ANNUAL REPORTS ON FORM 10-K (TOGETHER WITH ITS ANNUAL REPORT TO
SHAREHOLDERS, IF INCORPORATED BY REFERENCE THEREIN) SHALL BE DEEMED COMPLIANCE
WITH THIS PROVISION;
(C)
PROMPTLY AFTER SENDING OR FILING, COPIES OF ALL FINANCIAL
STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS AS IT SHALL SEND TO ITS
SHAREHOLDERS, AND OF ALL PERIODIC REPORTS FILED BY THE BORROWER WITH ANY
SECURITIES EXCHANGE OR WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OF ITS FUNCTIONS;
(D)
WITHIN FIVE DOMESTIC BUSINESS DAYS AFTER ANY EXECUTIVE OFFICER OF
THE BORROWER BECOMES AWARE OF ANY DEFAULT, IF SUCH DEFAULT IS THEN CONTINUING, A
CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER SETTING FORTH THE DETAILS
THEREOF AND THE ACTION WHICH THE BORROWER IS TAKING OR PROPOSES TO TAKE WITH
RESPECT THERETO; AND
37
(E)
SUCH OTHER INFORMATION (WHICH IS READILY OBTAINABLE BY THE
BORROWER WITHOUT INCURRING ANY UNDUE EXPENSE) REGARDING THE FINANCIAL CONDITION
OF THE BORROWER AS ANY LENDER MAY REASONABLY REQUEST.
Together with each delivery of financial statements required by clauses (a) and
(b) above, the Borrower will deliver to the Lenders a certificate of a financial
officer stating that to the best of his knowledge there exists no Default or, if
such officer is aware of the existence of any Default, specifying the nature
thereof, the period of existence thereof and what action the Borrower proposes
to take with respect thereto.
The certificate delivered in conjunction with
each delivery of annual and quarterly financial statements shall in addition
demonstrate in reasonable detail compliance during the preceding fiscal period
with Sections 5.08, 5.09 and 5.10(k).
Each certificate of independent certified public accountants delivered with the
financial statements required by clause (b) above shall be accompanied by a
written statement of such accountants that, in conducting the examination
necessary to the giving of such certificate, they have obtained no knowledge of
the existence during the fiscal period under examination of any condition, event
or act which constitutes a Default (insofar as such a condition, event or act
relates to accounting matters), or if in the opinion of such accountants there
shall exist any Default, such statement shall specify the nature thereof.
Information required to be delivered pursuant to clauses (a),