Financial Management, Financial Reports and Audits 1. The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Recipient shall prepare and furnish to the Association not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 4.09(b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one (1) fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the Association not later than six (6) months after the end of such period.
Financial Audit The School shall submit audited financial statements from an independent auditor to the Authorizer no later than November 1 of each year.
Financial Reports The Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Administrative Agent and its duly authorized representatives such information respecting the business and financial condition of the Borrower and each Subsidiary as Administrative Agent or any Lender may reasonably request; and without any request, shall furnish to Administrative Agent: (a) as soon as available, and in any event no later than the earlier of (i) 45 days after the last day of each of the first three Fiscal Quarters of the Borrower in each fiscal year of the Borrower, or (ii) 5 days following the filing of the same with the SEC, a copy of the consolidated and consolidating, if applicable, balance sheet of the Borrower and its Subsidiaries as of the last day of such period and the consolidated and consolidating, if applicable, statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for the Fiscal Quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP and certified to by a Financial Officer of the Borrower or such other officer acceptable to Administrative Agent; (b) as soon as available, and in any event no later than the earlier of (i) 90 days after the last day of each fiscal year of the Borrower, or (ii) 5 days following the filing of the same with the SEC, a copy of the consolidated and consolidating, if applicable, balance sheet of the Borrower and its Subsidiaries as of the close of such period and the consolidated and consolidating, if applicable, statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon of KPMG LLP or another firm of independent public accountants of recognized national standing, selected by the Borrower and satisfactory to Administrative Agent, to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (c) with each of the financial statements delivered pursuant to subsections (a) and (b) above, a written certificate in the form attached hereto as Exhibit 6.05 signed by a Financial Officer of the Borrower or another officer of the Borrower acceptable to Administrative Agent to the effect that to the best of such officer’s knowledge and belief no Default has occurred during the period covered by such statements or, if any such Default has occurred during such period, setting forth a description of such Default and specifying the action, if any, taken by the Borrower or any Subsidiary to remedy the same. Such certificate shall also set forth the calculations supporting such statements in respect of Section 7.12 (Financial Covenants); (d) with each of the financial statements delivered pursuant to subsection (b) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default, or, if such accountants have obtained knowledge of any such Default, they shall disclose in such statement the nature and period of the existence thereof; (e) as soon as available, and in any event no later than 30 days after the first day of each fiscal year of the Borrower, a copy of the Borrower’s operating budget for the such fiscal year, such operating budget to show the Borrower’s projected consolidated and consolidating balance sheet and statements of income and cash flows on a month by month basis, such operating budget to be in reasonable detail prepared by the Borrower and in form satisfactory to Administrative Agent (which shall include a summary of all assumptions made in preparing such operating budget); (f) promptly after receipt thereof, any additional written reports, management letters or other detailed information contained in writing concerning significant aspects of the Borrower’s or any Subsidiary’s operations and financial affairs given to it by its independent public accountants; (g) promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10 K, Form 10 Q and Form 8 K reports) filed by the Borrower or any Subsidiary with any securities exchange or the SEC or any successor agency; (h) promptly after receipt thereof, a copy of each audit made by any regulatory agency of the books and records of the Borrower or any Subsidiary or of notice of any material noncompliance with any Applicable Law relating to the Borrower or any Subsidiary, or its business; and (i) promptly after knowledge thereof shall have come to the attention of any Responsible Officer of the Borrower, written notice of (A) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against the Borrower or any Subsidiary or any of their Property which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) the occurrence of any Default hereunder. Reports, statements and other information required to be delivered by the Borrower pursuant to clause (g) of this Section 6.05 shall be deemed to have been delivered on the date on which it posts such reports, statements or other information on its website on the Internet at xxx.xxxxxxxxxxxxx.xxx and when such reports, statements or other information are posted on the SEC’s website at xxx.xxx.xxx; provided that, in the case of documents that are not available on xxx.xxx.xxx, the Borrower shall notify the Administrative Agent and each Lender (or if requested by the Borrower in writing to the Administrative Agent with respect to any specific items, the Borrower shall notify the Administrative Agent of such posting and the Administrative Agent shall thereafter notify the Lenders of such posting) (by fax transmission or e-mail transmission) of the posting of any such documents and, if requested by the Administrative Agent, provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”