GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL
OF A POLITICAL PARTY, CANDIDATE FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN
AN OFFICIAL CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN
ANY IMPROPER ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT
PRACTICES ACT OF 1977, AS AMENDED.
ARTICLE IV - AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that, so long as any Lender shall have any
Commitment hereunder, or any Loan or other Obligation (other than contingent
indemnification Obligations to the extent no claim giving rise thereto has been
asserted) shall remain unpaid or unsatisfied, unless the Required Lenders waive
compliance in writing:
4.1
FINANCIAL STATEMENTS.
THE BORROWER SHALL
MAINTAIN, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN, A SYSTEM OF
ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH SOUND BUSINESS
PRACTICES TO PERMIT THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GAAP (PROVIDED THAT QUARTERLY FINANCIAL STATEMENTS SHALL NOT BE REQUIRED TO HAVE
FOOTNOTE DISCLOSURE AND SHALL BE SUBJECT TO NORMAL YEAR-END ADJUSTMENTS).
THE
BORROWER SHALL DELIVER TO THE AGENT AND EACH LENDER IN FORM AND DETAIL
REASONABLY SATISFACTORY TO THE AGENT AND THE REQUIRED LENDERS:
(A)
AS SOON AS AVAILABLE, BUT NOT LATER THAN
NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR, A COPY OF THE AUDITED
CONSOLIDATED BALANCE SHEET OF BORROWER AND ITS SUBSIDIARIES AS AT THE END OF
SUCH YEAR AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS,
SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH FISCAL YEAR, SETTING FORTH IN EACH
CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR, AND
ACCOMPANIED BY THE UNQUALIFIED OPINION OF ANY "BIG FOUR" OR OTHER
NATIONALLY-RECOGNIZED INDEPENDENT PUBLIC ACCOUNTING FIRM REASONABLY ACCEPTABLE
TO THE AGENT WHICH REPORT SHALL STATE THAT SUCH CONSOLIDATED FINANCIAL
STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION FOR
THE PERIODS INDICATED IN CONFORMITY WITH GAAP APPLIED ON A BASIS CONSISTENT WITH
PRIOR YEARS;
(B)
AS SOON AS AVAILABLE, BUT NOT LATER THAN
FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER OF EACH YEAR, A COPY
OF THE UNAUDITED CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF BORROWER AND
ITS SUBSIDIARIES, AND THE RELATED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF
INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS AS OF THE END OF SUCH QUARTER AND
FOR THE PORTION OF THE FISCAL YEAR THEN ENDED, ALL CERTIFIED ON BEHALF OF THE
BORROWER BY AN APPROPRIATE RESPONSIBLE OFFICER OF THE BORROWER AS BEING COMPLETE
AND CORRECT AND FAIRLY PRESENTING IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH
GAAP, THE FINANCIAL POSITION AND THE RESULTS OF OPERATIONS OF THE BORROWER AND
ITS SUBSIDIARIES, SUBJECT TO NORMAL YEAR-END ADJUSTMENTS AND ABSENCE OF FOOTNOTE
DISCLOSURE.
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4.2
CERTIFICATES; BORROWING BASE CERTIFICATES;
OTHER INFORMATION.
THE BORROWER SHALL FURNISH TO THE AGENT AND EACH LENDER:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE
ANNUAL FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION 4.1(A) ABOVE, A
CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORTING ON SUCH
FINANCIAL STATEMENTS STATING THAT IN MAKING THE EXAMINATION NECESSARY THEREFOR
NO KNOWLEDGE WAS