LENDER AUDITED FINANCIAL
STATEMENTS OF GUARANTOR, AS AT THE END OF, AND FOR, SUCH YEAR, INCLUDING BALANCE
SHEETS, STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOW AS AT THE END OF, AND
FOR, SUCH FISCAL YEAR AND STATEMENTS OF PROFIT AND LOSS, CERTIFIED BY A FIRM OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING, REASONABLY
ACCEPTABLE TO LENDER AND SELECTED BY GUARANTOR; FURTHER, THE CHIEF FINANCIAL
OFFICER OF GUARANTOR SHALL CERTIFY THE ANNUAL FINANCIAL STATEMENTS AS TRUE AND
CORRECT; EACH ANNUAL AUDITED FINANCIAL STATEMENT SHALL BE CONSOLIDATED AND
CONSOLIDATING;
(C)
AS SOON AS AVAILABLE, BUT NOT LATER THAN 45 DAYS FROM THE END
OF EACH FISCAL QUARTER OF GUARANTOR, OTHER THAN THE LAST FISCAL QUARTER OF
GUARANTOR, PROVIDE TO LENDER INTERNALLY PREPARED OR COMPILED QUARTERLY FINANCIAL
STATEMENTS, CONSISTING OF A BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF
CASH FLOWS AS OF THE END OF EACH SUCH QUARTER, ALL CERTIFIED BY THE CHIEF
FINANCIAL OFFICER FOR GUARANTOR;
(D)
AS SOON AS AVAILABLE, BUT NOT LATER THAN 30 DAYS AFTER THE
LAST DAY OF EACH CALENDAR MONTH, PROVIDE TO LENDER THEIR INTERNALLY PREPARED
SCHEDULE OF ACCOUNTS, THE SCHEDULE OF INVENTORY, AND AN ACCOUNTS PAYABLE AGING
REPORT FOR EACH ENTITY COMPRISING THE BORROWER GROUP;
20
(E)
NO LATER THAN THIRTY (30) DAYS AFTER THE LAST DAY OF EACH
CALENDAR MONTH, BORROWER GROUP SHALL PROVIDE TO LENDER A BORROWING BASE
CERTIFICATE (EXCEPT AS PROVIDED IN SECTION 2.4 ABOVE);
(F)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
AND INFORMATION DESCRIBED IN SUBSECTIONS (A), (B), (C), (D) AND (E) ABOVE, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF EACH ENTITY COMPRISING THE
BORROWER GROUP CERTIFYING TO LENDER THAT SUCH STATEMENTS ARE TRUE, COMPLETE AND
CORRECT AND THAT NO CONDITION OR EVENT WHICH CONSTITUTES OR WOULD, UPON NOTICE,
LAPSE OF TIME OR THE HAPPENING OF ANY FURTHER CONDITION, EVENT OR ACT,
CONSTITUTE AN EVENT OF DEFAULT HAS OCCURRED WHICH WAS CONTINUING AT THE END OF
THE PERIOD COVERED BY SUCH FINANCIAL STATEMENTS OR ON THE DATE OF HIS
CERTIFICATE, OR IF SUCH AN EVENT OR CONDITION HAS OCCURRED AND WAS CONTINUING AT
THE END OF SUCH PERIOD OR ON THE DATE OF HIS CERTIFICATE, INDICATING THE NATURE
OF SUCH EVENT OR CONDITION AND THE ACTION WHICH BORROWER GROUP PROPOSES TO TAKE
WITH RESPECT THERETO, AND SPECIFICALLY CONFIRMING COMPLIANCE WITH FINANCIAL
RATIOS TO BE OBSERVED UNDER THIS AGREEMENT;
(G)
WITHIN 30 DAYS OF FILING THEREOF, BUT NOT LATER THAN MARCH 15
AFTER THE END OF EACH FISCAL YEAR, EACH ENTITY COMPRISING THE BORROWER GROUP
SHALL SUBMIT TO LENDER THEIR FEDERAL INCOME TAX RETURNS, TOGETHER WITH ALL
SCHEDULES THERETO, AS SUBMITTED TO THE INTERNAL REVENUE SERVICE;
(H)
CONCURRENTLY WITH THE DELIVERY OF THE AUDITED FINANCIAL
STATEMENTS DESCRIBED IN SUBSECTION (A) ABOVE, A CERTIFICATE OF SUCH CERTIFIED
PUBLIC ACCOUNTANTS OF BORROWER GROUP CERTIFYING TO LENDER THAT, BASED UPON THEIR
EXAMINATION OF THE AFFAIRS OF BORROWER GROUP PERFORMED IN CONNECTION WITH THE
PREPARATION OF SAID FINANCIAL STATEMENTS, THEY ARE NOT AWARE OF THE EXISTENCE OF
ANY CONDITION OR EVENT