No Obligor shall enter into or become subject to, directly or indirectly, any
agreement (other than the Indenture, as in effect as of the date hereof and
without giving effect to any subsequent amendment, modification, replacement, or
substitution thereof) prohibiting or restricting (other than with respect to
Permitted Encumbrances), in any manner (including, without limitation, by way of
covenant, representation, or event of default) any of the following:
(A)
THE GRANTING OF COLLATERAL INTERESTS IN FAVOR OF THE AGENT ON ANY ASSET OF
ANY OBLIGOR; OR
(B)
THE INCURRENCE OF ANY OF THE LIABILITIES.
4.28
OTHER COVENANTS.
No Obligor shall indirectly do or cause to be done any act which, if done
directly by such Obligor or Obligors, would breach any covenant contained in
this Agreement.
ARTICLE V. - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:
5.1
MAINTAIN RECORDS.
The Obligors shall:
(A)
AT ALL TIMES, KEEP PROPER BOOKS OF ACCOUNT, IN WHICH FULL, TRUE, AND
ACCURATE ENTRIES SHALL BE MADE OF ALL OF THE OBLIGORS' TRANSACTIONS, ALL IN
ACCORDANCE WITH GAAP APPLIED CONSISTENTLY WITH PRIOR PERIODS TO FAIRLY REFLECT
THE FINANCIAL CONDITION OF THE OBLIGORS AT THE CLOSE OF, AND ITS RESULTS OF
OPERATIONS FOR, THE PERIODS IN QUESTION.
(B)
TIMELY PROVIDE THE AGENT WITH THOSE FINANCIAL REPORTS, STATEMENTS, AND
SCHEDULES REQUIRED BY THIS ARTICLE V OR OTHERWISE, EACH OF WHICH REPORTS,
STATEMENTS AND
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SCHEDULES SHALL BE PREPARED, TO THE EXTENT APPLICABLE, IN ACCORDANCE WITH GAAP
APPLIED CONSISTENTLY WITH PRIOR PERIODS TO FAIRLY REFLECT THE FINANCIAL
CONDITION OF THE OBLIGORS AT THE CLOSE OF, AND ITS RESULTS OF OPERATIONS FOR,
THE PERIOD(S) COVERED THEREIN.
(C)
AT ALL TIMES, KEEP ACCURATE CURRENT RECORDS OF THE COLLATERAL INCLUDING,
WITHOUT LIMITATION, ACCURATE CURRENT STOCK, COST, AND SALES RECORDS OF ITS
INVENTORY, ACCURATELY AND SUFFICIENTLY ITEMIZING AND DESCRIBING THE KINDS,
TYPES, AND QUANTITIES OF INVENTORY AND THE COST AND SELLING PRICES THEREOF.
(D)
AT ALL TIMES, RETAIN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS WHO ARE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND INSTRUCT SUCH
ACCOUNTANTS TO FULLY COOPERATE WITH, AND BE AVAILABLE TO, THE ADMINISTRATIVE
AGENT TO DISCUSS THE OBLIGORS' FINANCIAL PERFORMANCE, FINANCIAL CONDITION,
OPERATING RESULTS, CONTROLS, AND SUCH OTHER MATTERS, WITHIN THE SCOPE OF THE
RETENTION OF SUCH ACCOUNTANTS, AS MAY BE RAISED BY THE ADMINISTRATIVE AGENT.
(E)
NOT CHANGE THEIR RESPECTIVE FISCAL YEARS, TAX IDENTIFICATION NUMBERS, OR
STATE OF INCORPORATION, EXCEPT AS SET FORTH HEREIN.
5.2
ACCESS TO RECORDS.
(A)
THE OBLIGORS SHALL ACCORD THE AGENT AND THE AGENT'S REPRESENTATIVES ACCESS
FROM TIME TO TIME AS THE AGENT AND SUCH REPRESENTATIVES MAY REQUIRE TO ALL
PROPERTIES OWNED BY OR OVER WHICH ANY OBLIGOR HAS CONTROL.
THE AGENT AND SUCH
REPRESENTATIVES SHALL HAVE THE RIGHT, AND THE OBLIGORS WILL PERMIT THE AGENT AND
THE AGENT'S REPRESENTATIVES FROM TIME TO TIME (UPON PRIOR NOTICE AND DURING
NORMAL BUSINESS HOURS, IF PRIOR TO THE OCCURRENCE AND CONTINUANCE OF A
SUSPENSION EVENT) AS AGENT AND SUCH REPRESENTATIVES MAY REQUEST, TO EXAMINE,
INSPECT, COPY, AND MAKE EXTRACTS FROM ANY AND ALL OF THE OBLIGORS' BOOKS,
RECORDS, ELECTRONICALLY STORED