Company to,
maintain books, records, and accounts necessary to prepare all Financial
Statements in accordance with GAAP.
9.3
Items to be Furnished.
Borrower shall cause the following to be furnished
to Administrative Agent (with sufficient copies for each Lender):
(A)
ANNUAL FINANCIAL STATEMENTS.
PROMPTLY AFTER PREPARATION, AND NO LATER
THAN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE LAST DAY OF EACH FISCAL YEAR OF
POI, FINANCIAL STATEMENTS SHOWING THE CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE COMPANIES, AS OF, AND FOR THE YEAR ENDED ON, SUCH
DAY, EACH ACCOMPANIED BY:
(I)
THE OPINION OF A FIRM OF NATIONALLY-RECOGNIZED INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS, BASED ON AN AUDIT USING GENERALLY ACCEPTED
AUDITING STANDARDS, THAT SUCH FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE
WITH GAAP AND PRESENT FAIRLY THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANIES IN ALL MATERIAL RESPECTS; AND
(II)
A COMPLIANCE CERTIFICATE.
35
(B)
PERIODIC FINANCIAL STATEMENTS.
PROMPTLY AFTER PREPARATION, AND NO LATER
THAN SIXTY (60) DAYS AFTER THE LAST DAY OF EACH FISCAL QUARTER OF THE COMPANIES,
FINANCIAL STATEMENTS SHOWING THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS CALCULATED FOR THE COMPANIES FOR SUCH FISCAL QUARTER AND FOR THE
PERIOD FROM THE BEGINNING OF THE THEN-CURRENT FISCAL YEAR TO, SUCH LAST DAY,
ACCOMPANIED BY A COMPLIANCE CERTIFICATE WITH RESPECT TO SUCH FINANCIAL
STATEMENTS.
(C)
BUDGET.
ON OR PRIOR TO MARCH 31 OF EACH FISCAL YEAR OF THE COMPANIES, THE
CONSOLIDATED FINANCIAL BUDGET FOR THE COMPANIES FOR SUCH FISCAL YEAR.
(D)
NOTICES OF LITIGATION, DEFAULTS, ETC.
NOTICE, PROMPTLY AFTER BORROWER
KNOWS OR HAS REASON TO KNOW OF (I) THE EXISTENCE AND STATUS OF ANY LITIGATION
WHICH COULD, IF ADVERSELY DETERMINED, REASONABLY BE EXPECTED TO BE A MATERIAL
ADVERSE EVENT, OR OF ANY ORDER OR JUDGMENT FOR THE PAYMENT OF MONEY WHICH
(INDIVIDUALLY OR COLLECTIVELY) IS IN EXCESS OF $25,000,000, OR ANY WARRANT OF
ATTACHMENT, SEQUESTRATION, OR SIMILAR PROCEEDING AGAINST THE ASSETS OF ANY
COMPANY HAVING A VALUE (INDIVIDUALLY OR COLLECTIVELY) OF $25,000,000 AND NOT
COVERED BY INSURANCE OR INDEMNIFIED IN A MANNER REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT, (II) ANY MATERIAL CHANGE IN ANY MATERIAL FACT OR
CIRCUMSTANCE REPRESENTED OR WARRANTED IN ANY LOAN DOCUMENT, (III) AN UNMATURED
DEFAULT OR DEFAULT SPECIFYING THE NATURE THEREOF AND WHAT ACTION BORROWER OR ANY
OTHER COMPANY HAS TAKEN, IS TAKING, OR PROPOSES TO TAKE WITH RESPECT THERETO,
(IV) THE RECEIPT BY ANY COMPANY OF NOTICE OF ANY VIOLATION OR ALLEGED VIOLATION
OF ANY ENVIRONMENTAL LAW, WHICH VIOLATION OR ALLEGED VIOLATION COULD
INDIVIDUALLY OR COLLECTIVELY WITH OTHER SUCH VIOLATIONS OR ALLEGATIONS, BE A
MATERIAL ADVERSE EVENT, OR (V) (A) THE OCCURRENCE OF A REPORTABLE EVENT THAT,
ALONE OR TOGETHER WITH ANY OTHER REPORTABLE EVENT, COULD REASONABLY BE EXPECTED
TO RESULT IN LIABILITY OF ANY COMPANY TO THE PBGC IN AN AGGREGATE AMOUNT
EXCEEDING $25,000,000; (B) ANY EXPRESSED STATEMENT IN WRITING ON THE PART OF THE
PBGC OF ITS INTENTION TO TERMINATE ANY EMPLOYEE PLAN OR PLANS; (C) BORROWER'S OR
AN ERISA AFFILIATE'S BECOMING OBLIGATED TO FILE WITH THE PBGC