CONSOLIDATING INCOME AND CASH FLOW STATEMENTS FOR SUCH FISCAL
YEAR, CERTIFIED BY AN AUTHORIZED OFFICER;
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS
OF EACH FISCAL QUARTER, A COMPLIANCE CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER
OF GUARANTOR IN SUBSTANTIALLY THE FORM OF EXHIBIT A ATTACHED HERETO AND SETTING
FORTH THE INFORMATION REQUESTED THEREIN;
(D)
A COPY OF ANY NOTICE SENT BY GUARANTOR TO COMERICA BANK-CALIFORNIA
AS THE AGENT UNDER THE PARENT CREDIT AGREEMENT PURSUANT TO SECTION
5.2(C)(III) OF THE PARENT CREDIT AGREEMENT;
(E)
PROMPTLY AFTER THE FILING THEREOF, COPIES OF ALL REPORTS AND ALL
REGISTRATION STATEMENTS FILED BY OR ON BEHALF OF GUARANTOR WITH THE SECURITIES
AND EXCHANGE COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE, EXCLUDING FILINGS
ON FORM S-8 (OR ANY SUCCESSOR FORM) AND ANY OTHER FILING SOLELY IN RESPECT OF
STOCK OPTION PLANS OF GUARANTOR;
(F)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER THE END OF EACH FISCAL YEAR, COMPANY-PREPARED FINANCIAL FORECASTS AND
PROJECTIONS FOR THE ENSUING FISCAL YEAR IN A FORM ACCEPTABLE TO BANK; AND
(G)
SUCH OTHER INFORMATION RESPECTING THE ASSETS, LIABILITIES,
CONDITION OR OPERATIONS, FINANCIAL OR OTHERWISE, OF GUARANTOR OR ANY OF ITS
SUBSIDIARIES AS BANK FROM TIME TO TIME MAY REASONABLY REQUEST.
4.6
ASSET SALES.
GUARANTOR SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, ENGAGE IN ANY PROHIBITED ASSET SALES.
4.7
COMPLIANCE WITH LAWS.
GUARANTOR AND EACH OF ITS SUBSIDIARIES
SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS, THE FAILURE WITH WHICH TO COMPLY COULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
4.8
PRESERVATION OF CORPORATE EXISTENCE, ETC.
SUBJECT TO THOSE
EXCEPTIONS SET FORTH IN SECTION 5.3(H) OF THE PARENT CREDIT AGREEMENT AS IN
EFFECT ON THE DATE HEREOF, AND IN THE CASE OF GUARANTOR AND ITS SUBSIDIARIES,
GUARANTOR SHALL (I) PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ITS CORPORATE
OR PARTNERSHIP EXISTENCE AND GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN
WHICH IT WAS INCORPORATED OR ORGANIZED AND ALL RIGHTS, PRIVILEGES,
QUALIFICATIONS, PERMITS, LICENSES AND FRANCHISES MATERIAL TO THE NORMAL CONDUCT
OF ITS BUSINESS; (II) USE ITS REASONABLE EFFORTS, IN THE ORDINARY COURSE AND
CONSISTENT WITH PAST PRACTICE, TO PRESERVE ITS BUSINESS ORGANIZATION, REPUTATION
AND GOODWILL; AND (III) PRESERVE OR RENEW ALL OF ITS PATENTS, COPYRIGHTS,
TRADEMARKS AND LICENSES THEREFORE AND OTHER INTELLECTUAL PROPERTY, IN EACH CASE
WHERE THE NON-PRESERVATION OF WHICH CONSTITUTES OR COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE CHANGE; PROVIDED, HOWEVER, THAT GUARANTOR OR ANY
OF ITS SUBSIDIARIES MAY CONSUMMATE ANY MERGER OR CONSOLIDATION PERMITTED UNDER
THOSE EXCEPTIONS SET FORTH IN SECTION 5.3(H) OF THE PARENT CREDIT AGREEMENT AS
IN EFFECT ON THE DATE HEREOF; AND PROVIDED, FURTHER, THAT GUARANTOR OR ANY OF
ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO PRESERVE OR MAINTAIN ANY RIGHT, ASSET,
GOODWILL, BUSINESS OR FRANCHISE IF GUARANTOR OR SUCH SUBSIDIARY SHALL DETERMINE
THAT THE PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF THE
BUSINESS OF GUARANTOR OR