ORIGINALLY ATTACHED HERETO BECOME OUTDATED OR INCORRECT
IN ANY MATERIAL RESPECT, BORROWER SHALL DELIVER TO BANK AS PART OF A COMPLIANCE
CERTIFICATE SUCH REVISION OR UPDATES TO SUCH SCHEDULE AS MAY BE NECESSARY OR
APPROPRIATE TO UPDATE OR CORRECT SUCH SCHEDULE; PROVIDED, THAT NO SUCH REVISIONS
OR UPDATES TO ANY SUCH SCHEDULE SHALL BE DEEMED TO HAVE AMENDED, MODIFIED OR
SUPERSEDED SUCH SCHEDULE AS ORIGINALLY ATTACHED HERETO, OR TO HAVE CURED ANY
BREACH OF WARRANTY
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OR MISREPRESENTATION RESULTING FROM THE INACCURACY OR INCOMPLETENESS OF ANY SUCH
SCHEDULE UNLESS AND UNTIL BANK SHALL HAVE ACCEPTED IN WRITING SUCH REVISIONS OR
UPDATES TO SUCH SCHEDULE.
(H)
BORROWER WILL CERTIFY TO BANK UPON REQUEST BY
BANK THAT:
(1)
BORROWER HAS COMPLIED WITH AND IS IN
COMPLIANCE WITH ALL TERMS, COVENANTS AND CONDITIONS OF THIS AGREEMENT WHICH ARE
BINDING UPON IT;
(2)
THERE EXISTS NO DEFAULT; OR, IF SUCH IS NOT
THE CASE, THAT ONE OR MORE SPECIFIED DEFAULTS HAVE OCCURRED; AND
(3)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT ARE TRUE WITH THE SAME EFFECT AS THOUGH MADE ON THE
DATE OF SUCH CERTIFICATE, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES WHICH
RELATE TO A SPECIFIC DATE.
(I)
BORROWER WILL, WHEN REQUESTED SO TO DO,
MAKE AVAILABLE FOR INSPECTION AND AUDIT BY DULY AUTHORIZED REPRESENTATIVES OF
BANK ANY OF ITS RECORDS, AND WILL FURNISH BANK ANY INFORMATION REGARDING ITS
BUSINESS AFFAIRS AND FINANCIAL CONDITION WITHIN A REASONABLE TIME AFTER WRITTEN
REQUEST THEREFORE.
BORROWER SHALL REIMBURSE BANK FOR ALL COSTS ASSOCIATED WITH
SUCH AUDIT IF THE AUDIT REVEALS A MATERIAL DISCREPANCY IN ANY FINANCIAL REPORT,
STATEMENT OR OTHER DOCUMENT PROVIDED TO BANK PURSUANT TO THIS AGREEMENT.
(J)
BORROWER WILL KEEP ACCURATE AND COMPLETE
RECORDS, CONSISTENT WITH SOUND BUSINESS PRACTICES.
(K)
WITHIN TEN (10) DAYS OF BANK'S REQUEST
THEREFORE, BORROWER WILL FURNISH OR CAUSE TO BE FURNISHED TO BANK COPIES OF
INCOME TAX RETURNS FILED BY BORROWER PARTIES AND KMEX.
(L)
BORROWER WILL PAY WHEN DUE (OR WITHIN
APPLICABLE GRACE PERIODS) ALL INDEBTEDNESS DUE THIRD PARTIES, UNLESS THE FAILURE
SO TO PAY SUCH INDEBTEDNESS WOULD NOT GIVE RISE TO A MATERIAL ADVERSE CHANGE.
(M)
BORROWER WILL NOTIFY BANK THIRTY (30) DAYS IN
ADVANCE OF ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OF BORROWER, ANY
CHANGE IN THE LOCATION OF ANY PLACE OF BUSINESS OF BORROWER OR OF THE
ESTABLISHMENT OF ANY NEW PLACE OF BUSINESS, OR THE DISCONTINUANCE OF ANY
EXISTING PLACE OF BUSINESS.
(N)
BORROWER WILL PROMPTLY NOTIFY BANK IN WRITING
IF ANY RESPONSIBLE OFFICER OF BORROWER OBTAINS KNOWLEDGE OF ANY OF THE
FOLLOWING:
(1)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT, TOGETHER WITH A WRITTEN STATEMENT OF A RESPONSIBLE OFFICER SPECIFYING
THE NATURE OF SUCH DEFAULT OR EVENT OF DEFAULT, THE PERIOD OF EXISTENCE THEREOF
AND THE ACTION THAT BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT
THERETO;
(2)
THE CANCELLATION OR TERMINATION OF ANY
MATERIAL CONTRACT (OTHER THAN UPON THE EXPIRATION OF ITS TERM); AND
46
(3)
ANY DEFAULT OR EVENT OF DEFAULT (AFTER THE
EXPIRATION