10 years, in an amount not less than Five Million Dollars ($5,000,000), in each
case, in accordance with the Post-Closing Letter.
Additionally, Borrowers
timely will pay all premiums in respect of such key man life insurance policies
as and when due.
Borrowers shall collaterally assign such replacement key man
life insurance policies to Agent, for the benefit of the Lender Group, in
accordance with the Post-Closing Letter and Borrowers shall maintain such
replacement key man life insurance policies in full force and effect from the
date on which Borrowers are required to obtain such replacement key man life
insurance policies pursuant to the Post-Closing Letter through and including the
Termination Date.
SECTION 5.10
REPORTS AND NOTICES.
Borrowers shall deliver to Agent and each Lender (or to an Affiliate of Agent or
any Lender, if Agent or such Lender, as the case may be, shall designate to
Borrowers, in writing) the Financial Statements, notices, and other information
as follows:
(A)
MONTHLY FINANCIALS.
WITHIN THIRTY (30) DAYS AFTER THE END OF EACH
CALENDAR MONTH, FINANCIAL INFORMATION REGARDING BORROWERS AND THEIR
SUBSIDIARIES, CONSISTING OF CONSOLIDATED UNAUDITED BALANCE SHEETS AND THE
RELATED STATEMENTS OF INCOME, IN EACH CASE, AS OF THE CLOSE OF SUCH MONTH, AND,
IN EACH CASE, FOR THAT PORTION OF THE FISCAL YEAR ENDING AS OF THE CLOSE OF SUCH
MONTH, EACH PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO THE ABSENCE OF
FOOTNOTES AND NORMAL YEAR-END ADJUSTMENTS).
(B)
ANNUAL AUDITED FINANCIALS.
WITHIN NINETY (90) DAYS AFTER THE END
OF EACH FISCAL YEAR, AUDITED FINANCIAL STATEMENTS FOR EACH BORROWER AND THEIR
RESPECTIVE SUBSIDIARIES ON A CONSOLIDATED BASIS, CONSISTING OF BALANCE SHEETS
AND STATEMENTS OF INCOME AND RETAINED EARNINGS AND CASH FLOWS, SETTING FORTH IN
COMPARATIVE FORM IN EACH CASE THE FIGURES FOR THE PREVIOUS FISCAL YEAR, WHICH
FINANCIAL STATEMENTS SHALL BE PREPARED IN ACCORDANCE WITH GAAP, CERTIFIED AS TO
SUCH CONSOLIDATED STATEMENTS WITHOUT QUALIFICATION, BY PIERCY, BOWLER, TAYLOR &
KERN OR AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM OF NATIONAL STANDING OR
OTHERWISE ACCEPTABLE TO AGENT.
SUCH FINANCIAL STATEMENTS SHALL BE ACCOMPANIED
BY A REPORT FROM SUCH ACCOUNTING FIRM TO THE EFFECT THAT, IN CONNECTION WITH ITS
AUDIT EXAMINATION, NOTHING HAS COME TO ITS ATTENTION TO CAUSE THEM TO BELIEVE
THAT A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED (OR SPECIFYING THOSE DEFAULTS
AND EVENTS OF DEFAULT THAT THEY BECAME AWARE OF), IT BEING UNDERSTOOD THAT SUCH
AUDIT EXAMINATION EXTENDED ONLY TO ACCOUNTING MATTERS AND THAT NO SPECIAL
INVESTIGATION WAS MADE WITH RESPECT TO THE EXISTENCE OF DEFAULTS OR EVENTS OF
DEFAULT, (II) A LETTER ADDRESSED TO AGENT, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT AND SUBJECT TO STANDARD QUALIFICATIONS REQUIRED BY
NATIONALLY RECOGNIZED ACCOUNTING FIRMS, SIGNED BY SUCH ACCOUNTING FIRM
ACKNOWLEDGING THAT AGENT AND LENDERS ARE ENTITLED TO RELY UPON SUCH ACCOUNTING
FIRM'S CERTIFICATION OF SUCH AUDITED FINANCIAL STATEMENTS, AND (III) THE ANNUAL
LETTERS TO SUCH ACCOUNTANTS IN CONNECTION WITH ITS AUDIT EXAMINATION DETAILING
CONTINGENT LIABILITIES AND MATERIAL LITIGATION MATTERS.
(C)
COMPLIANCE CERTIFICATE.
EACH FINANCIAL STATEMENT DELIVERED
PURSUANT TO SECTION 5.10(A)