SET ASIDE OR (II) WHERE ANY FAILURE TO PAY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.04.
FINANCIAL STATEMENTS, REPORTS, ETC.
THE BORROWER WILL MAINTAIN,
FOR ITSELF AND EACH SUBSIDIARY, A SYSTEM OF ACCOUNTING ESTABLISHED AND
ADMINISTERED IN ACCORDANCE WITH GAAP AND WILL FURNISH TO THE AGENT AND EACH
LENDER:
(A)
WITHIN 90 DAYS AFTER THE CLOSE OF EACH OF ITS FISCAL YEARS, AN UNQUALIFIED
(EXCEPT FOR QUALIFICATIONS RELATING TO CHANGES IN ACCOUNTING PRINCIPLES OR
PRACTICES REFLECTING CHANGES IN GAAP AND REQUIRED OR APPROVED BY THE BORROWER'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS) AUDIT REPORT CERTIFIED BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF NATIONALLY RECOGNIZED STANDING, PREPARED IN
ACCORDANCE WITH GAAP ON A CONSOLIDATED BASIS FOR ITSELF AND THE CONSOLIDATED
SUBSIDIARIES, INCLUDING BALANCE SHEETS AS OF THE END OF SUCH PERIOD AND RELATED
STATEMENTS OF INCOME AND CHANGES IN STOCKHOLDERS' EQUITY AND CASH FLOWS;
(B)
WITHIN 45 DAYS AFTER THE CLOSE OF EACH OF THE FIRST THREE QUARTERLY PERIODS
OF EACH OF ITS FISCAL YEARS, FOR ITSELF AND THE CONSOLIDATED SUBSIDIARIES,
UNAUDITED CONSOLIDATED BALANCE SHEETS AS AT THE CLOSE OF EACH SUCH PERIOD, AND
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND AN UNAUDITED CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM THE BEGINNING OF SUCH FISCAL YEAR TO
THE END OF SUCH QUARTER, ALL CERTIFIED BY ITS CHIEF FINANCIAL OFFICER;
(C)
TOGETHER WITH THE FINANCIAL STATEMENTS REQUIRED HEREUNDER, A COMPLIANCE
CERTIFICATE IN SUBSTANTIALLY THE FORM OF EXHIBIT D SIGNED BY THE BORROWER'S
CHIEF FINANCIAL OFFICER SHOWING THE CALCULATIONS NECESSARY TO DETERMINE
COMPLIANCE WITH THIS AGREEMENT AND STATING THAT NO DEFAULT OR EVENT OF DEFAULT
EXISTS, OR IF ANY DEFAULT OR EVENT OF DEFAULT EXISTS, STATING THE NATURE AND
STATUS THEREOF;
(D)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 10 DAYS AFTER ANY RESPONSIBLE
OFFICER OF THE BORROWER KNOWS THAT (I) ANY REPORTABLE EVENT HAS OCCURRED WITH
RESPECT TO ANY PLAN, (II) ANY WITHDRAWAL LIABILITY HAS BEEN INCURRED WITH
RESPECT TO ANY MULTIEMPLOYER PLAN OR (III) THE BORROWER OR ANY MEMBER OF THE
CONTROLLED GROUP HAS RECEIVED ANY NOTICE CONCERNING THE IMPOSITION OF WITHDRAWAL
LIABILITY OR A DETERMINATION THAT A MULTIEMPLOYER PLAN IS, OR IS EXPECTED TO BE,
INSOLVENT OR IN REORGANIZATION WITHIN THE MEANING OF TITLE IV OF ERISA, A
STATEMENT, SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER, DESCRIBING
SUCH REPORTABLE EVENT, WITHDRAWAL LIABILITY OR NOTICE AND THE ACTION WHICH THE
BORROWER PROPOSES TO TAKE WITH RESPECT THERETO;
46
(E)
PROMPTLY UPON THE FURNISHING THEREOF TO THE SHAREHOLDERS OF THE BORROWER,
COPIES OF ALL FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS SO FURNISHED;
(F)
PROMPTLY UPON THE FILING THEREOF, COPIES OF ALL REGISTRATION STATEMENTS AND
ANNUAL, QUARTERLY, MONTHLY OR OTHER REGULAR REPORTS WHICH THE BORROWER OR ANY
CONSOLIDATED SUBSIDIARY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION OR
FINANCIAL REPORTS MATERIAL TO THE INTERESTS OF THE LENDERS OR TO THE ABILITY OF
THE BORROWER TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS; AND
(G)
SUCH OTHER INFORMATION (INCLUDING FINANCIAL INFORMATION AND ANY INFORMATION
REQUIRED BY