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.
(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 BY ANY
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RESTRICTED PERSON WITH ANY SECURITIES EXCHANGE, THE SECURITIES AND EXCHANGE
COMMISSION OR ANY SIMILAR GOVERNMENTAL AUTHORITY.
(D)
EACH RESTRICTED PERSON WILL COOPERATE WITH THE AGENT IN CONNECTION
WITH THE PUBLICATION OF CERTAIN MATERIALS AND/OR INFORMATION PROVIDED BY OR ON
BEHALF OF EACH