OTHER FUNDS OF SUCH
OBLIGOR AND SHALL BE FORTHWITH DEPOSITED INTO THE CASH COLLATERAL ACCOUNTS AS
COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT), AND
(IV) EACH OBLIGOR SHALL EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED AND
DELIVERED) TO THE AGENT ALL SUCH PROXIES AND OTHER INSTRUMENTS AS THE AGENT MAY
REASONABLY REQUEST FOR THE PURPOSE OF ENABLING THE AGENT TO EXERCISE THE VOTING
AND OTHER RIGHTS WHICH IT IS ENTITLED TO EXERCISE PURSUANT TO THIS
SECTION 6.12(B) AND TO RECEIVE THE DIVIDENDS, INTEREST, AND OTHER DISTRIBUTIONS
WHICH IT IS ENTITLED TO RECEIVE AND RETAIN PURSUANT TO THIS SECTION 6.12(B).
40
Section 6.13
Remedies.
Neither the
Agent nor any Lender shall take any action under this Article 6 (or similar
provisions of any Loan Document) except after the five Business Day waiting
period in accordance with the Financing Order.
ARTICLE 7
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
Section 7.1
Books and Records.
The Borrowers shall maintain, at all times, correct and complete books, records,
and accounts to enable the preparation of its financial statements, on a
consolidated basis, in accordance with GAAP.
Section 7.2
Financial
Information.
The Borrowers will furnish, or cause to be furnished, to the
Agent, the following:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT
LATER THAN 90 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR, AN AUDITED CONSOLIDATED
BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOW FOR THE
GENERAL PARTNER AND ITS CONSOLIDATED SUBSIDIARIES FOR SUCH FISCAL YEAR, AND WITH
RESPECT TO SUCH AUDITED FINANCIAL STATEMENTS, SETTING FORTH IN COMPARATIVE FORM
FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL, FAIRLY
PRESENTING, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION AND THE RESULTS OF
OPERATIONS OF THE GENERAL PARTNER AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE
DATE THEREOF AND FOR THE FISCAL YEAR THEN ENDED IN ACCORDANCE WITH GAAP.
SUCH
FINANCIAL STATEMENTS SHALL BE EXAMINED IN ACCORDANCE WITH GENERALLY ACCEPTED
AUDITING STANDARDS BY, AND ACCOMPANIED BY A REPORT THEREON (WITHOUT ANY
QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT, OTHER THAN ANY SUCH
QUALIFICATION OR EXCEPTION ARISING AS A RESULT OF THE COMMENCEMENT OF THE CASE
OR THE EVENTS LEADING THERETO) OF DELOITTE & TOUCHE LLP, OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF NATIONAL STANDING SELECTED BY THE GENERAL
PARTNER OR ANOTHER FIRM REASONABLY SATISFACTORY TO THE AGENT.
THE GENERAL
PARTNER AUTHORIZES THE AGENT TO COMMUNICATE DIRECTLY WITH THE GENERAL PARTNER'S
CERTIFIED PUBLIC ACCOUNTANTS, UPON REASONABLE ADVANCE NOTICE TO THE BORROWERS,
AND BY THIS PROVISION, AUTHORIZES THOSE ACCOUNTANTS TO DISCLOSE TO THE AGENT ANY
AND ALL FINANCIAL STATEMENTS AND OTHER SUPPORTING FINANCIAL DOCUMENTS AND
SCHEDULES RELATING TO THE GENERAL PARTNER AND ITS CONSOLIDATED SUBSIDIARIES AND
TO DISCUSS DIRECTLY WITH THE AGENT THE FINANCES AND AFFAIRS OF THE GENERAL
PARTNER AND ITS CONSOLIDATED SUBSIDIARIES; PROVIDED THAT THE BORROWERS SHALL
HAVE A REASONABLE OPPORTUNITY TO PARTICIPATE IN SUCH COMMUNICATIONS.
(b)
As soon as available but in any event not
later than 45 days after the end of