Schedule 5.3 to Credit Agreement – Financial Reporting and Notice Requirements for Borrower

Summary

This schedule outlines the financial reporting and notification obligations of the Borrower and its subsidiaries to the Administrative Agent and Lenders. The Borrower must provide monthly, quarterly, and annual financial statements, compliance certificates, and reports on tax liabilities, as well as projections and accounting calendars. The Borrower must also promptly notify the Agent of any defaults, legal actions, or material adverse changes, and provide SEC filings and other requested information. These requirements ensure ongoing transparency and compliance with the terms of the credit agreement.

EX-10.5 6 l20125aexv10w5.txt EX-10.5 SCHEDULE 5.3 Exhibit 10.5 SCHEDULE 5.3 Deliver to Administrative Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth set forth below at the following times in form satisfactory to Administrative Agent: Monthly (not later than the (a) an unaudited consolidated and consolidating last Business Day of each balance sheet and income statement covering Monthly Period) Borrower's and its Subsidiaries' operations during such prior month and during the period commencing on the first day of the applicable fiscal year and ending on the last day of the prior Monthly Period, including in comparative form, the figures for the corresponding month and year-to-date period in the preceding fiscal year, (b) a Compliance Certificate (without certification as to covenants contained in Section 6.16 of the Agreement), and (c) a report of any "deemed dividend" tax liability assessed against the Borrower or any of its Subsidiaries. Quarterly (not later than 45 (d) an unaudited consolidated and consolidating days after the end of each balance sheet, income statement, and statement fiscal quarter of Borrower) of cash flow covering Borrower's and its Subsidiaries' operations during such prior quarter and during the period commencing on the first day of the applicable fiscal year and ending on the last day of the prior quarter, including in comparative form, the figures for the corresponding quarter and year-to-date period in the preceding fiscal year, and (e) copies of each Material Contract entered into since the delivery of the previous Compliance Certificate, together with any amendments to any existing Material Contracts entered into since the delivery of the previous Compliance Certificate, (f) a Compliance Certificate. Annually (not later than 90 (g) consolidated and consolidating financial days after the end of each of statements of Borrower and its Subsidiaries for Borrower's fiscal years) each such fiscal year, audited by independent certified public accountants reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (A) "going concern" or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and (h) a Compliance Certificate.

-1- Annually (not later than 30 (i) copies of the Projections, in form and days prior to the start of substance (including as to scope and underlying each of Borrower's fiscal assumptions) satisfactory to Administrative years) Agent, in its Permitted Discretion, for the forthcoming three (3) years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer's good faith estimate of the financial performance of Borrower during the period covered thereby, and (j) an accounting calendar for the forthcoming fiscal year, which shall set forth the first and last dates of each of Borrower's Monthly Periods and fiscal quarters in such year. If and when filed by Borrower, (k) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (l) any other filings made by Borrower with the SEC, and (m) any other information that is provided by Borrower to its shareholders generally. Promptly, but in any event (n) notice of such event or condition and a within five (5) days after statement of the curative action that Borrower Borrower has knowledge of any proposes to take with respect thereto. event or condition that constitutes a Default or an Event of Default, Promptly after the (o) notice of all actions, suits, or commencement thereof, but in proceedings brought by or against Borrower or any event within five (5) days any of its Subsidiaries before any Governmental after the service of process Authority which reasonably could be expected to with respect thereto on result in a Material Adverse Change. Borrower or any of its Subsidiaries, Upon the request of (p) any other information reasonably requested Administrative Agent, relating to the financial condition of Borrower or its Subsidiaries.

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