PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY, SUCH
CONSOLIDATED BALANCE SHEET TO BE AS OF THE END OF SUCH FISCAL QUARTER AND SUCH
CONSOLIDATED STATEMENTS OF INCOME TO BE FOR SUCH FISCAL QUARTER AND FOR THE
PERIOD FROM THE BEGINNING OF THE FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER;
(C)
PROMPTLY AFTER THE COMMENCEMENT THEREOF,
NOTICE OF ALL ACTIONS, SUITS, CLAIMS, PROCEEDINGS, INVESTIGATIONS AND INQUIRIES
OF THE TYPE DESCRIBED IN SECTION 2.09 OF THIS AGREEMENT THAT COULD MATERIALLY
ADVERSELY AFFECT THE COMPANY OR ANY OF ITS SUBSIDIARIES, IF ANY;
(D)
PROMPTLY UPON SENDING, MAKING AVAILABLE OR
FILING THE SAME, ALL PRESS RELEASES, REPORTS AND FINANCIAL STATEMENTS THAT THE
COMPANY SENDS OR MAKES AVAILABLE TO ITS STOCKHOLDERS OR DIRECTORS OR FILES WITH
THE SEC; AND
(E)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE BUSINESS, PROSPECTS, FINANCIAL CONDITION, OPERATIONS,
PROPERTY OR AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS SUCH PURCHASER
REASONABLY MAY REQUEST.
Notwithstanding this Section 5.01, so long as the Company is required to make
filings pursuant to the Exchange Act and makes such filings in a timely manner,
the Company will be deemed to have furnished to the Holder the financial
statements and other reports required by this Section 5.01.
13
SECTION 5.02.
CORPORATE EXISTENCE; MAINTENANCE OF BUSINESS.
THE
COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PRESERVE AND MAINTAIN
ITS EXISTENCE.
THE COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
PRESERVE AND KEEP IN FORCE AND EFFECT ALL LICENSES, PERMITS, FRANCHISES,
APPROVALS, PATENTS, TRADEMARKS, TRADE NAMES, TRADE STYLES, COPYRIGHTS, AND OTHER
PROPRIETARY RIGHTS NECESSARY TO THE CONDUCT OF ITS BUSINESS WHERE THE FAILURE TO
DO SO COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.03.
PROPERTIES, INSURANCE.
THE COMPANY WILL MAINTAIN AS TO
ITS PROPERTIES AND BUSINESS, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS,
INSURANCE AGAINST SUCH CASUALTIES AND CONTINGENCIES AND OF SUCH TYPES AND IN
SUCH AMOUNTS AS IS CUSTOMARY FOR COMPANIES SIMILARLY SITUATED, WHICH INSURANCE
WILL BE DEEMED BY THE COMPANY TO BE SUFFICIENT.
SECTION 5.04.
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM
THE SALE OF THE NOTE, LESS THE AMOUNTS WITHHELD PURSUANT TO SECTION 7.01, SOLELY
FOR THE PURPOSES SET FORTH ON SCHEDULE III.
SECTION 5.05.
COMPLIANCE WITH LAWS.
THE COMPANY WILL COMPLY WITH ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, NONCOMPLIANCE WITH WHICH COULD
MATERIALLY ADVERSELY AFFECT ITS BUSINESS OR CONDITION, FINANCIAL OR OTHERWISE.
SECTION 5.06.
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE COMPANY
WILL KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES WILL
BE MADE IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED, REFLECTING ALL FINANCIAL TRANSACTIONS OF THE COMPANY, AND IN WHICH, FOR
EACH FISCAL YEAR, ALL PROPER RESERVES FOR DEPRECIATION, DEPLETION, OBSOLESCENCE,
AMORTIZATION, TAXES, BAD DEBTS AND OTHER PURPOSES IN CONNECTION WITH ITS
BUSINESS WILL BE MADE.
SECTION 5.07.
DIVIDENDS AND CERTAIN OTHER RESTRICTED PAYMENTS.
THE
COMPANY WILL NOT, NOR