This excerpt taken from the DRJ 8-K filed Jun 7, 2005.
5.3. Immediate Notice to Lender.
(a) The Lead Borrower shall provide the Lender with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:
(i) Any change in any Borrowers President, chief executive officer, chief operating officer, or chief financial officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles).
(ii) Any ceasing of any Borrowers making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of a de minimis dispute).
(iii) Any failure by any Borrower to pay rent at any of such Borrowers locations, which failure continues for more than five (5) days following the last day on which such rent was payable without more than a de minimis adverse effect to the Borrower.
(iv) Any material adverse change in the business, operations, or financial affairs of any Borrower.
(v) Any Borrowers becoming in Default.
(vi) Any intention on the part of any Borrower to discharge such Borrowers present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5.1(d)).
(vii) Any litigation which, if determined adversely to any Borrower, might have a Material Adverse Effect on the financial condition of such Borrower.
(b) Each Borrower shall:
(i) Provide the Lender, when so distributed, with copies of any materials distributed to the shareholders of such Borrower (qua such shareholders).
(ii) Provide the Lender, promptly after the same become publicly available, with copies of all periodic and other reports, proxy statements and other materials filed in final form by any Borrower with the Securities and Exchange Commission (including, without limitation, Forms 10K and 10Q but excluding any registration statement on Form S-8 or its equivalent), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be.
(iii) At the request of the Lender, from time to time, add the Lender as an addressee on all mailing lists maintained by or for such Borrower.
(iv) At the request of the Lender, from time to time, provide the Lender with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising).
(v) Provide the Lender, when received by such Borrower, with a copy of any management letter or similar communications from any accountant of such Borrower.
5.4. Borrowing Base Certificate. The Borrower shall provide the Lender by 11:30 a.m., daily, with a Borrowing Base Certificate (in the form of EXHIBIT 5.4 annexed hereto, as such form may be revised from time to time by the Lender). Such Certificate may be sent to the Lender by facsimile transmission, provided that the original thereof is forwarded to the Lender on the date of such transmission.
5.5. Monthly Reports. The Lead Borrower shall provide the Lender with the following:
(a) Monthly, within thirty (30) days following the end of each month, the Lead Borrower shall provide the Lender with an original counterpart of a management prepared financial statement of the Borrowers, which statement shall include, at a minimum, a balance sheet, income statement (on a consolidated and consolidating basis), statement of changes in shareholders equity, and cash flows and comparisons to the Business Plan, and the officers compliance certificate described in Section 5.8.
(b) Monthly, within fifteen (15) days following the end of each month, the Lead Borrower shall provide the Lender with a sales audit report, a flash collateral report, a stock ledger report, stock ledger to general ledger reconciliation, consignment reconciliation, accounts payable aging, accounts receivable aging report, and accounts receivable and payable reconciliation report (each in such form as may be specified from time to time by the Lender), and such other documentation supporting the monthly roll forward of the Borrowing Base as the Lender may require. Such reports may be sent to the Lender by facsimile or electronic mail transmission, provided that the original thereof is forwarded to the Lender on the date of such transmission