AND LOSS, STATEMENTS OF CASH
FLOW, AND STATEMENTS OF STOCKHOLDERS' EQUITY), AND THE ACCOMPANYING NOTES
THERETO, ALL IN REASONABLE DETAIL, FAIRLY PRESENTING IN ALL MATERIAL RESPECTS
THE FINANCIAL POSITION AND THE RESULTS OF THE OPERATIONS OF PARENT AND ITS
SUBSIDIARIES AS OF THE END OF AND FOR SUCH FISCAL YEAR, TOGETHER WITH THE
UNQUALIFIED OPINION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS WITH RESPECT TO
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS, WHICH ACCOUNTANTS SHALL BE AN
INDEPENDENT ACCOUNTING FIRM SELECTED BY ADMINISTRATIVE BORROWER AND REASONABLY
ACCEPTABLE TO LENDER, THAT SUCH AUDITED CONSOLIDATED FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP, AND PRESENT FAIRLY IN ALL MATERIAL
RESPECTS THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF PARENT AND ITS
SUBSIDIARIES AS OF THE END OF AND FOR THE FISCAL YEAR THEN ENDED;
(IV)
AT SUCH TIME AS AVAILABLE, BUT IN NO EVENT
LATER THAN THIRTY (30) DAYS PRIOR TO THE END OF EACH FISCAL YEAR (COMMENCING
WITH THE FISCAL YEAR OF BORROWERS ENDING JUNE 30, 2009), PROJECTED CONSOLIDATED
FINANCIAL STATEMENTS (INCLUDING IN EACH CASE, FORECASTED BALANCE SHEETS AND
STATEMENTS OF INCOME AND LOSS, STATEMENTS OF CASH FLOW, AND STATEMENTS OF
STOCKHOLDERS' EQUITY) OF PARENT AND ITS SUBSIDIARIES FOR THE NEXT FISCAL YEAR,
ALL IN REASONABLE DETAIL, AND IN A FORMAT CONSISTENT WITH THE PROJECTIONS
DELIVERED BY BORROWERS TO LENDER PRIOR TO THE DATE HEREOF, TOGETHER WITH SUCH
SUPPORTING INFORMATION AS LENDER MAY REASONABLY REQUEST.
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SUCH PROJECTED FINANCIAL STATEMENTS SHALL BE PREPARED ON A MONTHLY BASIS FOR THE
NEXT SUCCEEDING FISCAL YEAR. SUCH PROJECTIONS SHALL REPRESENT THE REASONABLE
BEST ESTIMATE BY BORROWERS AND GUARANTORS OF THE FUTURE FINANCIAL PERFORMANCE OF
PARENT AND ITS SUBSIDIARIES FOR THE PERIODS SET FORTH THEREIN AND SHALL HAVE
BEEN PREPARED ON THE BASIS OF THE ASSUMPTIONS SET FORTH THEREIN WHICH BORROWERS
AND GUARANTORS BELIEVE ARE FAIR AND REASONABLE AS OF THE DATE OF PREPARATION IN
LIGHT OF CURRENT AND REASONABLY FORESEEABLE BUSINESS CONDITIONS (IT BEING
UNDERSTOOD THAT ACTUAL RESULTS MAY DIFFER FROM THOSE SET FORTH IN SUCH PROJECTED
FINANCIAL STATEMENTS).
EACH FISCAL YEAR BORROWERS SHALL PROVIDE TO LENDER A
SEMI-ANNUAL UPDATE WITH RESPECT TO SUCH PROJECTIONS OR AT ANY TIME A DEFAULT OR
EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, MORE FREQUENTLY AS
LENDER MAY REASONABLY REQUIRE; PROVIDED, THAT, SUCH BORROWERS SHALL ONLY BE
REQUIRED TO DELIVER SUCH SEMI-ANNUAL UPDATE TO THE EXTENT THAT SUCH UPDATE WOULD
SHOW A SIGNIFICANT VARIANCE FROM SUCH PROJECTIONS FOR THE REMAINDER OF SUCH
FISCAL YEAR; AND
(V)
WITHIN TWENTY (20) DAYS AFTER THE END OF
EACH FISCAL MONTH (OR MORE FREQUENTLY AS LENDER REASONABLY REQUESTS), A
CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO, ALONG WITH (A) A
SCHEDULE IN FORM REASONABLY SATISFACTORY TO LENDER OF THE CALCULATIONS USED IN
DETERMINING, AS OF THE END OF SUCH MONTH (OR SHORTER PERIOD), THE SUM OF THE
DOLLAR VALUE OF THE PREFERRED STOCK PORTFOLIO AND THE CASH INVESTMENT ACCOUNTS
AND (B) THE MOST RECENT STATEMENT RECEIVED BY BORROWERS AND GUARANTORS SETTING
FORTH THE BALANCE OF THE SPECIFIED INVESTMENT ACCOUNT.