of the
Obligations and the termination of this Agreement, unless Required Lenders have
previously agreed otherwise:
SECTION 6.1.
PAYMENT AND PERFORMANCE.
BORROWER WILL CAUSE EACH OTHER RESTRICTED PERSON TO OBSERVE, PERFORM AND COMPLY
WITH EVERY TERM, COVENANT AND CONDITION IN ANY LOAN DOCUMENT.
SECTION 6.2.
BOOKS, FINANCIAL STATEMENTS AND
REPORTS.
EACH RESTRICTED PERSON WILL AT ALL TIMES MAINTAIN FULL AND ACCURATE
BOOKS OF ACCOUNT AND RECORDS.
BORROWER WILL MAINTAIN AND WILL CAUSE ITS
SUBSIDIARIES TO MAINTAIN A STANDARD SYSTEM OF ACCOUNTING, WILL MAINTAIN ITS
FISCAL YEAR, AND WILL FURNISH THE FOLLOWING STATEMENTS AND REPORTS TO EACH
LENDER PARTY AT BORROWER'S EXPENSE:
(A)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE END OF EACH FISCAL YEAR, COMPLETE
CONSOLIDATED AND CONSOLIDATING FINANCIAL STATEMENTS OF BORROWER TOGETHER WITH
ALL NOTES THERETO, PREPARED IN REASONABLE DETAIL IN ACCORDANCE WITH GAAP,
TOGETHER WITH AN UNQUALIFIED OPINION ON THE CONSOLIDATED STATEMENTS, BASED ON AN
AUDIT USING GAAP, BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS SELECTED BY
BORROWER OF NATIONALLY RECOGNIZED STANDING, STATING THAT SUCH CONSOLIDATED
FINANCIAL STATEMENTS HAVE BEEN SO PREPARED.
THESE FINANCIAL STATEMENTS SHALL
CONTAIN A CONSOLIDATED AND CONSOLIDATING BALANCE SHEET AS OF THE END OF SUCH
FISCAL YEAR AND CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME FOR SUCH
FISCAL YEAR AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND STOCKHOLDERS' EQUITY
FOR SUCH FISCAL YEAR, EACH SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING
FIGURES FOR THE PRECEDING FISCAL YEAR.
(B)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF THE FIRST THREE FISCAL QUARTERS IN
EACH FISCAL YEAR, BORROWER'S UNAUDITED CONSOLIDATED AND CONSOLIDATING BALANCE
SHEET AND INCOME STATEMENTS AS OF THE END OF SUCH FISCAL QUARTER AND
CONSOLIDATED STATEMENTS OF BORROWER'S CASH FLOWS AND STOCKHOLDERS' EQUITY FOR
THE PERIOD FROM THE BEGINNING OF THE THEN CURRENT FISCAL YEAR TO THE END OF SUCH
FISCAL QUARTER, ALL IN REASONABLE DETAIL AND PREPARED IN ACCORDANCE WITH GAAP,
SUBJECT TO CHANGES RESULTING FROM NORMAL YEAR-END ADJUSTMENTS.
IN ADDITION
BORROWER WILL, TOGETHER WITH EACH SUCH SET OF FINANCIAL STATEMENTS AND EACH SET
OF FINANCIAL STATEMENTS FURNISHED UNDER SUBSECTION (A) OF THIS SECTION, FURNISH
A CERTIFICATE IN THE FORM OF EXHIBIT 6.2(B) SIGNED BY THE CHIEF FINANCIAL
OFFICER OF BORROWER STATING THAT SUCH FINANCIAL STATEMENTS ARE FAIR AND COMPLETE
IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION
OF BORROWER FOR THE PERIODS COVERED THEREBY (SUBJECT TO NORMAL YEAR-END
ADJUSTMENTS), STATING THAT HE HAS REVIEWED THE LOAN DOCUMENTS, CONTAINING
CALCULATIONS SHOWING COMPLIANCE (OR NON-COMPLIANCE) AT THE END OF SUCH FISCAL
QUARTER WITH THE REQUIREMENTS OF SECTION 7.11 AND STATING THAT NO DEFAULT EXISTS
AT THE END OF SUCH FISCAL QUARTER OR AT THE TIME OF SUCH CERTIFICATE OR
SPECIFYING THE NATURE AND PERIOD OF EXISTENCE OF ANY SUCH DEFAULT.
45
(C)
PROMPTLY UPON THEIR BECOMING AVAILABLE,
COPIES OF ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS SENT
BY ANY RESTRICTED PERSON TO ITS STOCKHOLDERS AND ALL REGISTRATION STATEMENTS,
PERIODIC REPORTS AND OTHER STATEMENTS AND SCHEDULES FILED