Common use of Financial Information and Compliance Certificates Clause in Contracts

Financial Information and Compliance Certificates. (a) Keep its books of account in accordance with good accounting practices and furnish to the Bank; (1) As soon as available, but not more than one hundred twenty (120) days after the closing of each fiscal year, the consolidated financial statements of the Borrower and its consolidated subsidiaries, including a consolidated balance sheet with related consolidated statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GGAP consistently applied and certified by Price Waterhouse, CPAs or another firm of independent certified public accountants reasonably to the a Bank. (2) As soon s available, but not more than forty-five 945) days after the close of the first three fiscal quarters of each fiscal year, the consolidated financial statements of the Borrower and its consolidated subsidiaries including consolidated balance sheet with related consolidated statements of income, related earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (3) As soon as available, but not more than one hundred twenty (120) days after the closing of each fiscal year, the consolidating financial statements of the Borrower and its consolidated subsidiaries, including a consolidating balance sheet with related consolidating statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP consistently applied and prepared by Price Waterhouse, CPAs or another firm of independent certified public accountants reasonable acceptable to the Bank. (4) As soon as available, but not more than forty-five (45) days after the close of the first three fiscal quarters of each fiscal year, the consolidating financial statements of the Borrower and its consolidated subsidiaries including a consolidating balance sheet with related consolidating statement of income, retained earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (5) With reasonable promptness, such other data as may be reasonably requested by the Bank including, but not limited to copies of the annual reports, regular periodic and special reports, schedules or other material which the Borrower may not or hereafter be required to file with or deliver to any securities exchange or the Securities and Exchange Commission or any domestic or non-domestic regulatory body and will, during regular business hours and upon reasonable notice, permit the Bank by or through any of its officers, agents, employees, attorneys, or accountants to inspect and make extracts from such Borrower's books and records. (b) At the same time as it delivers the financial statements called for by Section 5.2(a), deliver a certificate of the chief financial officer of the Borrower evidencing a computation of compliance with the provisions of Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event or Default. (c) Deliver to the Bank an accounts receivable aging schedule reflecting aging of receivables from invoice date accompanied by a Borrowing Base Certificate indicating computation of the Borrowing Base promptly upon request of the Bank and monthly (not later than 20 days after the last day of each month) covering the period ending the last day of the immediately preceding month. (d) Within 5 days of any officer of the Borrower obtaining knowledge of any Default, if such Default is then continuing, Borrower shall furnish to the Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the action which the Borrower is taken or proposes to take with respect thereto. 5.3

Financial Information and Compliance Certificates. (a) Keep its books of account in accordance with good accounting practices and furnish to the Bank; : (1) As soon as available, but not more than one hundred twenty (120) days after the closing close of each fiscal year, the certified consolidated financial statements of the Borrower and its consolidated subsidiaries(which include Pro-Bel), including a consolidated balance sheet with related consolidated statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GGAP GAAP consistently applied and certified by Price Waterhousewaterhouse Coopers, CPAs or another firm of independent certified public accountants reasonably acceptable to the a Bank. (2) As soon s as available, but not more than forty-five 945(45) days after the close of the first three fiscal quarters of each fiscal year, the consolidated financial statements of the Borrower and its consolidated subsidiaries Subsidiaries including consolidated a balance sheet with related consolidated statements of income, related retained earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (3) As soon as available, but not more than one hundred twenty (120) days after the closing close of each fiscal year, year the consolidating financial statements of the Borrower and its consolidated subsidiariesSubsidiaries, including a consolidating balance sheet with related consolidating statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP consistently applied and prepared by Price Waterhouse, CPAs or another firm management and certified as true and correct by the chief financial officer of independent certified public accountants reasonable acceptable to the BankBorrower. (4) As soon as available, but not more than forty-five (45) days after the close of the first three fiscal quarters of each fiscal year, the consolidating financial statements of the Borrower and its consolidated subsidiaries Subsidiaries including a consolidating balance sheet with related consolidating statement statements of income, retained earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (5) With reasonable promptness, such other data as may be reasonably requested by the Bank Bank, including, but not limited to to, copies of the annual reports, regular periodic and special reports, schedules or other material which the Borrower may not now or hereafter be required to file with or deliver to any securities exchange or the Securities and Exchange Commission or any domestic or non-domestic regulatory body and will, during regular business hours and upon reasonable notice, permit the Bank by or through any of its officers, agents, employees, attorneys, attorneys or accountants to inspect and make extracts from such Borrower's books and records. (6) As soon as availabe, but not more than 30 days after the end of each calendar month, financial statements of Borrower (unconsolidated) including a balance sheet and related statements of income, retained earnings and cash flows as at the end of such month, prepared in accordance with GAAP consistently applied and certified as true and correct by the chief financial officer of Borrower. (7) As soon as available, but not later than December 1 of each year, a business plan for the upcoming year (presented on a quarterly basis). (b) At the same such time as Borrower considers that it delivers the financial statements called for by Section 5.2(a)is eligible to reduce its interest rate, deliver a certificate of the chief financial officer of the Borrower evidencing a computation of compliance with the provisions of Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event or of Default. (c) Deliver to the Bank an accounts receivable aging agings schedule reflecting aging of receivables from invoice date accompanied by a Borrowing Base Certificate indicating a computation of the Borrowing Base promptly upon request of the Bank and monthly (not later than 20 days after the last day of each month) covering the period ending the last day of the immediately preceding month. (d) Within 5 days of any officer of the Borrower obtaining knowledge of any Default, if such Default is then continuing, Borrower shall furnish to the Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the action which the Borrower is taken taking or proposes to take with respect thereto. 5.3

Financial Information and Compliance Certificates. (a) Keep its books of account in accordance with good accounting practices and furnish to the Bank; Bank (1i) As soon as available, but not more than one hundred twenty (120) within 90 days after the closing last day of each of its fiscal yearyears, the consolidated financial statements balance sheets of the Borrower Borrowers and its consolidated subsidiaries, including a consolidated balance sheet with related their Subsidiaries as at such last day of the fiscal year and consolidated statements of income, income and retained earnings and cash flows for such fiscal year, setting forth in year each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GGAP consistently applied GAAP and certified by Price Waterhouse, CPAs or another a firm of independent certified public accountants reasonably satisfactory to the a Bank. ; (2ii) As soon s available, but not more than forty-five 945) within 90 days after the close of the first three fiscal quarters last day of each of its fiscal year, the consolidated financial statements of the Borrower and its consolidated subsidiaries including consolidated balance sheet with related consolidated statements of income, related earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (3) As soon as available, but not more than one hundred twenty (120) days after the closing of each fiscal yearyears, the consolidating financial statements balance sheets of the Borrower Borrowers and its consolidated subsidiaries, including a consolidating balance sheet with related their Subsidiaries as at such last day of the fiscal year and consolidating statements of income, income and retained earnings and cash flows for such fiscal year, setting forth in year each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP consistently applied and prepared by Price Waterhouse, CPAs or another a firm of independent certified public accountants reasonable acceptable satisfactory to the Bank. ; (4iii) As soon as available, but not more than forty-five (45) within 45 days after the close of the first three fiscal quarters of each fiscal yearhalf-year consolidated and consolidating balance sheets, the consolidating financial statements of the Borrower income and its consolidated subsidiaries including a consolidating balance sheet with related consolidating statement of income, retained earnings and cash flows of the Borrowers and their Subsidiaries as at of the end last day of and for such quarterhalf-year and for the period of the fiscal year ended as of the close of the fiscal half-year, all each prepared in accordance with GAAP consistently applied on a compilation basis by a firm of independent certified public accountants satisfactory to the Bank; and prepared by management (iv) within 45 days after the close of each of the first and third quarters of each fiscal year consolidated balance sheets, statements of income and retained earnings and cash flows of the Borrowers and their Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail, and certified as true and correct by the chief financial or accounting officer of the BorrowerBorrowers as having been prepared in accordance with GAAP (subject to year-end adjustments). (5) With The Borrowers will also, with reasonable promptness, furnish such other data as may be reasonably requested by the Bank including, but not limited and will at all times and from time to copies of the annual reports, regular periodic and special reports, schedules or other material which the Borrower may not or hereafter be required to file with or deliver to any securities exchange or the Securities and Exchange Commission or any domestic or non-domestic regulatory body and will, during regular business hours and upon reasonable notice, time permit the Bank by or through any of its officers, agents, employees, attorneys, attorneys or accountants to inspect and make extracts from such Borrower's Borrowers' books and recordsrecords at reasonable times and upon prior written notice given by the Bank to the Borrowers. (b) At Within thirty (30) days after the same time as it delivers the financial statements called for by Section 5.2(a)end of each fiscal quarter, deliver a certificate of the chief financial or accounting officer of the Borrower Borrowers evidencing a computation of compliance with the provisions of Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event or of Default. Together with their delivery of annual certified financial statements, the Borrowers' certified public accountants shall also deliver such a certificate, which shall be addressed to the Borrowers and the Bank. 14 15 (c) Prior to the first extension of credit hereunder and from time to time as requested by the Bank, provide the Bank with a written acknowledgment, in form and substance satisfactory to the Bank, from the Borrowers' accountant preparing the Borrowers' fiscal year-end financial statements acknowledging that the Bank is relying on the accountant s professional accounting services to the Borrowers and the Borrowers knowledge of the Bank's reliance. (d) Deliver to the Bank an accounts receivable aging schedule reflecting aging agings, an accounts payable agings and inventory report (all prepared and certified by the chief financial officer of receivables the Borrowers) (i) monthly, provided there are Revolving Credit Loans outstanding at any time during such month, otherwise quarterly (not later than 30 days after the last day of each month or quarter, as the case may be, from invoice the date accompanied by hereof through May 31, 1997 and thereafter not later than twenty one (21) days after the last day of each month or quarter, as the case may be), covering the period ending the last day of the immediately preceding month or quarter, as the case may be, and (ii) on the date a Loan is requested, covering the period commencing with the first day of the month such Loan is requested through the date thereof. (e) Within ten (10) days of any officer of any Borrower obtaining knowledge of any Default, if such Default is then continuing, Borrowers shall furnish to the Bank a certificate of the chief financial or accounting officer of the Borrowers setting forth the details thereof and the action which the Borrowers are taking or propose to take with respect thereto. (f) Deliver to the Bank a Borrowing Base Certificate indicating a computation of the Borrowing Base promptly upon request of the Bank and monthly (i) monthly, provided there are Revolving Credit Loans outstanding (not later than 20 fifteen (15) days after the last day of each month) covering the period ending the last day of the immediately preceding month, and (ii) on the date a Loan is requested, covering the period commencing with the first day of the month such Loan is requested through the date thereof. (dg) Within 5 ninety (90) days after the last day of each of each of their fiscal year ends, quarterly financial projections for the Borrowers on a consolidating basis, in a form satisfactory to Lender, covering the next fiscal year. (h) Promptly after the sending or filing thereof, but in no event later than thirty (30) days thereafter, copies of all proxy statements, financial statements, and reports which any officer Borrower or any Subsidiary sends to its shareholders, and copies of all regular, periodic, and special reports, and all registration statements which any Borrower or any Subsidiary files with the Borrower obtaining knowledge of Securities and Exchange Commission or any Defaultgovernmental authority which may be substituted therefor, if such Default is then continuingor with any national securities exchange. (i) Within fifteen (15) days after the preparation thereof, Borrower shall furnish deliver to the Bank a certificate copy of any private placement memorandum and any other relevant agreements, documents, or information related thereto prepared by an investment bank or any other Person in connection therewith. (j) Deliver to the chief Bank such other information respecting the condition or operations, financial officer or otherwise, of any Borrower or any Subsidiary as the Borrower setting forth the details thereof and the action which the Borrower is taken or proposes Bank may from time to take with respect theretotime reasonably request. 5.3

Financial Information and Compliance Certificates. (a) Keep its books of account in accordance with good accounting practices and furnish to the Bank; (1) As soon as available, but not more than one hundred twenty (120) Bank within 90 days after the closing last day of each of its fiscal yearyears, the consolidated and consolidating financial statements and balance sheets of the Borrower and its Subsidiaries (and to the extent not furnished therewith, like consolidated subsidiaries, including a consolidated balance sheet with related consolidated and consolidating statements of income, each Corporate Guarantor and its Subsidiaries) as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year, setting forth in year each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GGAP generally accepted accounting principles consistently applied and certified by Price Waterhouse, CPAs or another a firm of independent certified public accountants reasonably satisfactory to the a Bank. (2) As soon s available, but not more than forty-five 945) together with such certified public accountant's management letter as and when issued; and within 45 days after the close of each of the first three fiscal quarters of each fiscal yearyear consolidated and consolidating financial statements, the consolidated financial balance sheets, statements of the Borrower income and its consolidated subsidiaries including consolidated balance sheet with related consolidated statements of income, related retained earnings and cash flows as at the end of such Borrower and its Subsidiaries (and to the extent not furnished therewith, like consolidated and consolidating statements of each Corporate Guarantor and its Subsidiaries) as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be unaudited and in reasonable detail, and certified by the chief financial or accounting officer of the Borrower as having been prepared in accordance with GAAP consistently applied (subject to year-end adjustments) and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (3) As soon as available, but not more than one hundred twenty (120) days after the closing of each fiscal year, the consolidating financial statements of the Borrower and its consolidated subsidiaries, including a consolidating balance sheet with related consolidating statements of income, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form for the corresponding figures for the previous comparable period for the preceding fiscal year. The Borrower will also, all prepared in accordance with GAAP consistently applied and prepared by Price Waterhouse, CPAs or another firm of independent certified public accountants reasonable acceptable to the Bank. (4) As soon as available, but not more than forty-five (45) days after the close of the first three fiscal quarters of each fiscal year, the consolidating financial statements of the Borrower and its consolidated subsidiaries including a consolidating balance sheet with related consolidating statement of income, retained earnings and cash flows as at the end of such quarter, all prepared in accordance with GAAP consistently applied and prepared by management and certified as true and correct by the chief financial officer of the Borrower. (5) With reasonable promptness, furnish such other data as may be reasonably requested by the Bank including, but not limited and will at all times and from time to copies of the annual reports, regular periodic and special reports, schedules or other material which the Borrower may not or hereafter be required to file with or deliver to any securities exchange or the Securities and Exchange Commission or any domestic or non-domestic regulatory body and will, during regular business hours and upon reasonable notice, time permit the Bank by or through any of its officers, agents, employees, attorneys, attorneys or accountants to inspect and make extracts from such Borrower's books and records. (b) At the same time as it delivers the financial statements called for by Section 5.2(a), deliver a certificate of the chief financial officer of the Borrower evidencing a computation of compliance with the provisions of Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event or Default. (c) Deliver to the Bank an accounts receivable aging schedule reflecting aging of receivables from invoice date accompanied by a Borrowing Base Certificate indicating computation of the Borrowing Base promptly upon request of the Bank and monthly (not later than 20 days after the last day of each month) covering the period ending the last day of the immediately preceding month. (d) Within 5 days of any officer of the Borrower obtaining knowledge of any Default, if such Default is then continuing, Borrower shall furnish to the Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the action which the Borrower is taken or proposes to take with respect thereto. 5.3.