in comparative form figures for the corresponding period set forth in the
annual budget and business plan delivered pursuant hereto; and
(ii)
in form acceptable to Lender, a separate
internally prepared report of the profits, assets and net worth of each
subsidiary of Guarantor or any Borrower which is not a Borrower under this
Agreement."
8.
BUDGETS.
ON OR BEFORE APRIL 15, 2003,
BORROWERS SHALL DELIVER TO LENDER BUDGETS, CASH FLOW STATEMENTS AND SUCH OTHER
FINANCIAL STATEMENTS AS MAY BE REQUIRED BY LENDER, EACH IN FORM AND CONTENT
ACCEPTABLE TO LENDER, ON A MONTHLY AND A WEEKLY BASIS FOR THE FISCAL YEARS
ENDING JULY 31, 2003 AND JULY 31, 2004, PREPARED BY THE CHIEF FINANCIAL OFFICER
OF BORROWER.
9.
ALLONGES TO TERM NOTES.
CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AMENDMENT, BORROWERS SHALL EXECUTE
AND DELIVER TO LENDER AN ALLONGE TO TERM NOTE B AND AN ALLONGE TO TERM NOTE A,
EACH IN FORM AND CONTENT ACCEPTABLE TO LENDER (COLLECTIVELY, THE "ALLONGES").
10.
FURTHER AGREEMENTS AND REPRESENTATIONS. EACH
BORROWER DOES HEREBY:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT, AS
AMENDED HEREBY, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE VALID,
BINDING AND IN FULL FORCE AND EFFECT;
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH
BORROWER'S OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE
HEREOF, SUCH BORROWER HAS NO DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE AGAINST
THE PAYMENT OF ANY SUMS OWING UNDER ANY OF THE OBLIGATIONS, AS
4
AMENDED, OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN AGREEMENT OR OF THE
OTHER LOAN DOCUMENTS, AS AMENDED;
(D)
ACKNOWLEDGE AND AGREE THAT EXCEPT AS
HERETOFORE DISCLOSED TO LENDER BY BORROWERS IN WRITING, ALL REPRESENTATIONS AND
WARRANTIES OF BORROWERS CONTAINED IN THE LOAN AGREEMENT AND/OR THE OTHER LOAN
DOCUMENTS, AS AMENDED, ARE TRUE, ACCURATE AND CORRECT ON AND AS OF THE DATE
HEREOF AS IF MADE ON AND AS OF THE DATE HEREOF;
(E)
REPRESENT AND WARRANT THAT EXCEPT AS
HERETOFORE DISCLOSED TO LENDER BY BORROWERS IN WRITING, UPON EXECUTION BY LENDER
OF THIS AMENDMENT, NO EVENT OF DEFAULT OR EVENT WHICH WITH THE DELIVERY OF
NOTICE, PASSAGE OF TIME OR BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT EXISTS OR
WILL EXIST AND ALL INFORMATION DESCRIBED IN THE FOREGOING BACKGROUND IS TRUE AND
ACCURATE; AND
(F)
COVENANT AND AGREE THAT BORROWERS'
FAILURE TO COMPLY WITH THE TERMS OF THIS AMENDMENT OR ANY OF THE DOCUMENTS
EXECUTED OR DELIVERED TO LENDER PURSUANT TO THE TERMS HEREOF (INCLUDING, WITHOUT
LIMITATION, BORROWERS' FAILURE TO OBTAIN THE NEW FINANCING AND REPAY A PORTION
OF THE REVOLVING LOANS) SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN
AGREEMENT.
11.
ADDITIONAL DOCUMENTS; FURTHER ASSURANCES.
BORROWERS COVENANT AND AGREES TO EXECUTE AND DELIVER TO LENDER, OR TO CAUSE TO
BE EXECUTED AND DELIVERED TO LENDER CONTEMPORANEOUSLY HEREWITH, AT THE SOLE COST
AND EXPENSE OF BORROWERS THE LETTER, THE ALLONGES AND ANY AND ALL DOCUMENTS,
AGREEMENTS, STATEMENTS, RESOLUTIONS, CERTIFICATES, CONSENTS AND INFORMATION AS