105 DAYS AFTER THE END OF EACH FISCAL YEAR OF
THE PARENT, PROJECTIONS OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE PARENT FOR
THE NEXT FISCAL YEAR, IN A FORM AND IN SUFFICIENT DETAIL ACCEPTABLE TO THE
AGENT.
9.3.5
NOTICE OF LITIGATION, DEFAULTS, ETC.
THE BORROWERS WILL PROMPTLY
FURNISH TO THE LENDERS NOTICE OF ANY LITIGATION OR ANY ADMINISTRATIVE OR
ARBITRATION PROCEEDING (A) WHICH CREATES A MATERIAL RISK OF RESULTING, AFTER
GIVING EFFECT TO ANY APPLICABLE INSURANCE, IN THE PAYMENT BY ANY OBLIGOR OF MORE
THAN $10,000,000, OR (B) WHICH HAS, OR CREATES A MATERIAL RISK OF HAVING, A
MATERIAL ADVERSE EFFECT.
PROMPTLY UPON ACQUIRING KNOWLEDGE THEREOF, THE
BORROWERS WILL NOTIFY THE LENDERS OF THE EXISTENCE OF ANY DEFAULT OR EVENT WHICH
CREATES A MATERIAL RISK OF A MATERIAL ADVERSE EFFECT, SPECIFYING THE NATURE
THEREOF AND WHAT ACTION THE BORROWERS HAVE TAKEN, ARE TAKING OR PROPOSE TO TAKE
WITH RESPECT THERETO.
9.3.6
AMENDMENTS.
THE BORROWERS SHALL PROVIDE TO THE AGENT AN ELECTRONIC
COPY OF EACH AMENDMENT TO ANY OF THE $53,000,000 LEASE DOCUMENTS, THE
$23,000,000 LEASE DOCUMENTS OR THE 2005 LEASE DOCUMENTS PROMPTLY AFTER EXECUTION
THEREOF.
9.3.7
Foreign Indebtedness.
Within five (5) days after the execution of
any documents evidencing Foreign Indebtedness, the Parent will deliver a
complete, fully executed copy of such documents to the Agent.
9.3.8
OTHER INFORMATION.
THE PARENT WILL MAINTAIN ACCURATE BOOKS,
ACCOUNTS AND RECORDS OF THE FINANCIAL AFFAIRS OF THE PARENT AND ITS SUBSIDIARIES
SUFFICIENT TO PERMIT THE PREPARATION OF FINANCIAL STATEMENTS THEREFROM IN
ACCORDANCE WITH GAAP AND WILL PREPARE ALL FINANCIAL STATEMENTS REQUIRED
HEREUNDER IN ACCORDANCE WITH GAAP AND IN COMPLIANCE WITH THE REGULATIONS OF ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION THEREOF.
THE PARENT WILL PROVIDE
COPIES TO THE AGENT, PROMPTLY AFTER THE SENDING, MAKING AVAILABLE OR FILING OF
ALL REPORTS AND FINANCIAL STATEMENTS WHICH THE PARENT SENDS OR MAKES AVAILABLE
TO ITS STOCKHOLDERS, AND ALL REGISTRATION STATEMENTS AND AMENDMENTS THERETO, AND
ALL REPORTS ON FORM 8-K OR ANY SIMILAR FORM HEREAFTER IN USE WHICH THE PARENT
FILES WITH THE SECURITIES AND EXCHANGE COMMISSION.
FROM TIME TO TIME AT
REASONABLE INTERVALS UPON
49
THE REQUEST OF ANY AUTHORIZED OFFICER OF ANY LENDER, EACH BORROWER AND ITS
SUBSIDIARIES WILL FURNISH TO THE AGENT SUCH OTHER INFORMATION REGARDING THE
BUSINESS, ASSETS, FINANCIAL CONDITION, INCOME OR PROSPECTS OF THE BORROWERS AND
THEIR SUBSIDIARIES AS SUCH OFFICER MAY REASONABLY REQUEST, INCLUDING COPIES OF
ALL TAX RETURNS, LICENSES, AGREEMENTS, LEASES AND INSTRUMENTS TO WHICH ANY
BORROWER OR ITS SUBSIDIARIES IS A PARTY.
THE LENDERS' AUTHORIZED OFFICERS AND
REPRESENTATIVES WILL HAVE THE RIGHT DURING NORMAL BUSINESS HOURS UPON REASONABLE
NOTICE AND AT REASONABLE INTERVALS TO VISIT THE PRINCIPAL EXECUTIVE OFFICE OF
ANY BORROWER OR ITS SUBSIDIARIES, TO DISCUSS THE AFFAIRS, FINANCES, AND ACCOUNTS
OF EACH BORROWER AND ITS SUBSIDIARIES WITH THE RESPECTIVE OFFICERS AND
INDEPENDENT PUBLIC ACCOUNTANTS OF EACH BORROWER AND ITS SUBSIDIARIES (AND BY
THIS PROVISION EACH BORROWER AND ITS SUBSIDIARIES AUTHORIZE SAID ACCOUNTANTS TO
DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SUCH BORROWER AND ITS
SUBSIDIARIES), EXAMINE THE BOOKS AND