Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders: (a) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a); (b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b); (c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c); (d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same); (e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e); (f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4 (g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and (h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
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Samples: Credit Agreement (Independent Bank Group, Inc.), Credit Agreement (Independent Bank Group, Inc.)
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders:
(a) as soon as available, and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year)Quarter, financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the BorrowerCompany. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventyone hundred-five twenty (75120) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower Company and satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of the FORM Form 10-K for the Borrower Company for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty forty-five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal YearQuarter, copies of the BorrowerCompany’s quarterly Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – — FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – — FR Y-9C prepared by the Borrower Company in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – — FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – — FR Y-9C for the Borrower Company will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal YearQuarter, the certificate of the president or chief financial officer of the Borrower Company substantially in the form of Exhibit E B attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail specifying the nature thereof and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five days (5) days), but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including including, without limitation, Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower Company or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower Company or any Subsidiary may have liability; or (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Officer or Chief Financial Officer, or Chief Risk Officer of the Borrower Company or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis)GAAP, applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders:
(a) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate a standard and modern system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenderseach Lender:
(a) as soon as available, and in any event within sixty (60) 45 days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a quarter of the Company's Fiscal Year), financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter quarter and statements of income, changes in shareholders’ equity retained earnings and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter quarter and for that part of the Fiscal Year ending with such Fiscal Quarterquarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year and a comparison of actual cash flow, income and capital expenditures with amounts budgeted for such period, all in reasonable detail and certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the BorrowerCompany. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter Quarter, with prompt delivery of hard copies to the Lenders will meet all the financial statement delivery information requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventy-five (75) 90 days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity retained earnings and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower Company and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants showing their calculation of the financial covenants contained herein and stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto; and (iii) any supplementary comments and reports submitted by such accountants to the Company including the management letter, if any. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower Company for each Fiscal Year with prompt delivery of hard copies to the Lenders will meet all the financial statement delivery information requirements of this Section 6.3(bSection5.3(b);
(c) as soon as available, and with the financial statements described in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal YearSections 5.3(a) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c5.3(b);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other thingsCompany: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail specifying the nature thereof and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(ed) as soon as available, and in any event within five (5) Business Days of filingDays, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders shareholders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);; and
(fe) as soon as available, and in any event within forty five (45) 45 days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authorityany federal or state regulatory agency which has authority to examine the Company and/or any Bank Subsidiary, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4regulatory authorities;
(gf) as soon as available, and an in any event within five (5) days, (but without duplication of any other requirements set forth in this Section 6.3, 5.2) a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority regulatory authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including without limitation Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(gLenders); and
(hg) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “"reportable event” " under, or the institution of steps by the Borrower Company or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower Company or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to might lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; or (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower Company or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system The Company will deliver to each holder of Notes, and to the Collateral Agent, as applicable:
(i) within ninety (90) days (or, so long as the Company is subject to the rules and regulations of the SEC, within the time periods specified in such rules and regulations; provided that such time period may not, in any event, exceed one hundred twenty (120) days after the end of the applicable Fiscal Year) after the end of each Fiscal Year of the Company, financial statements of the Company and its Subsidiaries on a consolidated basis, including, but not limited to, statements of income and stockholders’ equity and cash flows from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Year, all reported on by KPMG, LLP or such other independent public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries in accordance with sound accounting practice, and furnish GAAP; provided that the requirements set forth in this clause (i) may be fulfilled by providing to each holder the report of the Company to the Administrative Agent SEC on Form 10-K for the applicable Fiscal Year;
(ii) within forty-five (45) days (or, so long as the Company is subject to the rules and the Lenders such information respecting the business, assets and financial condition regulations of the Borrower SEC, within the time periods specified in such rules and regulations; provided that such time period may not, in any event, exceed ninety (90) days after the end of the applicable Fiscal Quarter) after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited balance sheet of the Company and its Subsidiaries as on a consolidated basis and unaudited statements of income and stockholders’ equity and cash flows of the Administrative Agent or any Lender may reasonably request and, without request, furnish Company and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the Fiscal Year to the Administrative Agent end of each Fiscal Quarter and for such Fiscal Quarter, all certified by the chief financial officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments and the Lenders:absence of footnotes; provided that the requirements set forth in this clause (ii) may be fulfilled by providing to the holders the report of the Company to the SEC on Form 10-Q for the applicable Fiscal Quarter; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(aiii) as soon as available, and in any event within sixty (60) days after the end beginning of each Fiscal Quarter (other than any Year of the Company, commencing with the Fiscal Quarter that completes Year of the Company commencing January 1, 2013, a Fiscal Year), financial statements including month by month projected operating budget and cash flow of the balance sheet for the Borrower Company and its Subsidiaries on a consolidated basis for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter), such projected operating budget and cash flow to be accompanied by a certificate signed by the President or Chief Financial Officer of the Company to the effect that such projected operating budget and cash flow have been prepared consistent with past budgets and financial statements and the assumptions on which such projected operating budget and cash flow were prepared are reasonable in all material respects at the time made;
(iv) as soon as practicable and in any event within 30 days of the last day of each Fiscal Year, a report in form and substance satisfactory to the Required Holders outlining all insurance coverage maintained as of the end date of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of report by the Borrower Company and its Subsidiaries for each such and all insurance coverage planned to be maintained by the Company and its Subsidiaries in the immediately succeeding Fiscal Quarter Year;
(v) promptly upon transmission thereof, copies of all registration statements (without exhibits) and for that part all reports, if any, which it files with the Securities and Exchange Commission (or any Governmental Authority succeeding to the functions of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct Securities and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(aExchange Commission);
(vi) prompt written notice upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Working Capital Facility; (c) any event of default related to any Other Material Indebtedness of the Company or its Subsidiaries, in which case the Company shall promptly deliver copies of all notices given or received by any Subsidiary with respect thereto; (d) any Change in Control or Control Event; and (e) any other development in the business or affairs of the Company or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; in each case in writing and describing the nature and period of existence thereof and the action the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto;
(vii) prompt written notice upon any occurrence of (i) any lapse or other termination of any consent (including any Communication License) issued to the Company or any of its Subsidiaries by any Governmental Authority or any other Person that is material to the operation of the Company’s and its Subsidiaries’ business (taken as a whole); (ii) any refusal by any Governmental Authority or any other Person to renew or extend any such consent; (iii) the acquisition of any material Communications License; (iv) copies of any periodic or special reports filed by the Company or any of its Subsidiaries with any Governmental Authority or Person, if such reports indicate any material change in the business, operations, affairs or condition of the Company and its Subsidiaries (taken as a whole), or if copies thereof are requested by any holder of Notes; and (v) copies of any material notices and other communications from any Governmental Authority or Person which specifically relate to the Company or any of its Subsidiaries; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(viii) as soon as available, and but in any event within seventy-five ten (7510) days after the close issuance thereof, copies of each Fiscal Yearsuch financial statements, a copy material reports and material returns as the Company or any of its Subsidiaries shall send to its stockholders (and not already required to be delivered pursuant to another provision of this paragraph 5A);
(ix) promptly upon learning thereof, report to the holders of the detailed annual audit report for Notes all matters materially and adversely affecting the value, enforceability or collectability of any material portion of the Collateral;
(x) promptly upon request thereof, such year additional information as the holders of Notes shall reasonably request in order to enable such holders to determine whether the terms, covenants, provisions and accompanying financial statements for conditions of this Agreement have been complied with by the Borrower Company and its Subsidiaries as of Subsidiaries;
(xi) prompt written notice in the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by event that (i) the unqualified opinion Company or any of its Subsidiaries or any ERISA Affiliate knows that an ERISA Event has occurred, together with a written statement describing such accountants ERISA Event and the action, if any, which the Company or such Subsidiary or ERISA Affiliate has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the effect IRS, U.S. Department of Labor or PBGC with respect thereto; (ii) the Company or any of its Subsidiaries knows that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the statements present fairlyCode) has occurred together with a written statement describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) a funding waiver request has been filed with respect to any Pension Benefit Plan together with all communications received by the Company or any of its Subsidiaries or any ERISA Affiliate with respect to such request; (iv) any increase in the benefit formula of any existing Pension Benefit Plan or the establishment of any new Pension Benefit Plan or the commencement of contributions to any Pension Benefit Plan or Multiemployer Plan to which the Company or any of its Subsidiaries or any ERISA Affiliate was not previously contributing shall occur; (v) the Company or any of its Subsidiaries or any ERISA Affiliate shall receive from the PBGC a notice of intention to terminate a Pension Benefit Plan or to have a trustee appointed to administer a Pension Benefit Plan, together with copies of each such notice; (vi) the Company or any of its Subsidiaries or any ERISA Affiliate shall receive any favorable or unfavorable determination letter from the IRS regarding the qualification of a Pension Benefit Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) the Company or any of its Subsidiaries or any ERISA Affiliate shall receive a notice regarding the imposition of Withdrawal Liability, together with copies of each such notice; (viii) the Company or any of its Subsidiaries or any ERISA Affiliate shall fail to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; and (ix) the Company or any of its Subsidiaries or any ERISA Affiliate knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(xii) prompt written notice of (a) any litigation, action, suit, proceeding, arbitration, governmental investigation or administrative proceeding affecting the Company or any of its Subsidiaries, whether or not the claim is covered by insurance, and of any suit or administrative proceeding, which, in all any such case could reasonably be expected to have a Material respectsAdverse Effect and (b) any development in any litigation, action, suit, proceeding, arbitration, governmental investigation or administrative proceeding at any time pending against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;
(xiii) concurrently with the delivery of the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended statements referred to in conformity with GAAP; clauses (i) and (ii) a certificate of this paragraph 5A, and at any time upon the reasonable request of such accountants stating that their audit disclosed no Default or that their audit disclosed holder, a Default Satellite health report prepared by the Company and specifying certified by a Responsible Officer (which, for this purpose, will include any senior technology officer) setting forth the same operational status of each Satellite (other than Satellites yet to be launched) based on reasonable assumptions of the Company made in good faith and including information with respect to the availability of spare Satellites (if any) and such other information pertinent to the operation of such Satellite and the action taken transponders thereon (if any) as such holder may reasonably request;
(xiv) promptly, as soon as practicable, such other information respecting the condition or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX operations, financial or otherwise, of the FORM 10-K for Company or any of its Subsidiaries as such holder may reasonably request;
(xv) prompt written notice of any material change in its ownership or organizational structure or the Borrower for each Fiscal Year will meet all financial statement delivery ownership or organizational structure of any of its Subsidiaries. Notwithstanding anything in this paragraph 5A to the contrary, the Company shall be deemed to have satisfied the requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter paragraph 5A (other than any Fiscal Quarter that completes a Fiscal Yearclauses (iii), (vi)(a) or (b), (ix), (xi), (xiii) and sixty (60xiv) days after and the end of each Fiscal Year, copies of next succeeding paragraph below) if the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP reports and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared documents are publicly available when required to be filed on XXXXX at the xxx.xxx.xxx website or any successor service provided by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory AuthoritiesSecurities and Exchange Commission. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within Within five (5) Business Days of filingthe delivery of financial statements required by clause (i) or (ii) above, the Company will deliver to each holder of Notes a copy of each other filing and report made Compliance Certificate demonstrating (with computations in reasonable detail) compliance by the Borrower Company and its Subsidiaries with the provisions of paragraph 6O and stating that to the Company’s knowledge, after reasonable inquiry, there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to any securities exchange or take with respect thereto. If the Securities and Exchange Commission, and of each communication from Company is not subject to the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery reporting requirements of this Section 6.3(e);
section 13 or 15(d) of the Exchange Act, then together with each delivery of financial statements pursuant to clause (fi) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarterabove, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or Company will deliver to each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, holder a copy of all periodic reports which are required (if any) prepared by law to be furnished to any Regulatory Authority having jurisdiction over or for the Borrower Board of Directors (or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(hcommittee thereof) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail Company or its Subsidiaries discussing and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Eventanalyzing such financial statements. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidanceCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E C attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; or (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year)Quarter, financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end year‑end adjustments, by the chief financial officer of the BorrowerCompany. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventyone hundred-five twenty (75120) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower Company and satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of the FORM Form 10-K for the Borrower Company for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty forty-five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal YearQuarter, copies of the BorrowerCompany’s quarterly Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower Company in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower Company will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal YearQuarter, the certificate of the president or chief financial officer of the Borrower Company substantially in the form of Exhibit E C attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail specifying the nature thereof and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five days (5) days), but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including including, without limitation, Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower Company or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower Company or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; or (vi) any change in the Chief Executive Officer, Officer or Chief Financial Officer, or Chief Risk Officer of the Borrower Company or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis)GAAP, applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders:
(a) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end year‑end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the G-37 applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than excluding any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year Year, certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the BorrowerCompany. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventy-five ninety (7590) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower Company and reasonably satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of the FORM 10-K for the Borrower Company for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than excluding any Fiscal Quarter that completes a Fiscal Year) and sixty ninety (6090) days after the end of each Fiscal Year, copies of the BorrowerCompany’s quarterly Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – — FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – — FR Y-9C prepared by the Borrower Company in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – — FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – — FR Y-9C for the Borrower Company will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty five sixty (4560) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five ninety (4590) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower Company substantially in the form of Exhibit E attached C hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such a Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including including, without limitation, Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower Company or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower Company or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; or (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower Company or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis)GAAP, applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders:
(a) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end year‑end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP Y- 9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Samples: Credit Agreement
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty forty-five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year)Quarter, financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the BorrowerCompany. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX EXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by BDO USA, LLP or other independent certified public accountants of recognized standing selected by the Borrower Company and satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX EXXXX of the FORM 10-K for the Borrower Company for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty forty-five (6045) days after the end of each Fiscal Quarter (other than including any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year), copies of the BorrowerCompany’s quarterly Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C prepared by the Borrower Company in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – FR Y-9C for the Borrower Company will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five sixty (4560) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower Company substantially in the form of Exhibit E B attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail specifying the nature thereof and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX EXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty forty-five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. Authority The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five days (5) days), but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including including, without limitation, Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower Company or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower Company or any Subsidiary may have a Material liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; or (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower Company or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All The financial statements referred to in Sections 5.2(a) and (b) herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis)GAAP, applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance; provided that: (i) with respect to projected financial information, the Company represents that such information was prepared in good faith based upon assumptions believed to be reasonable; and (ii) unaudited interim financial statements may be subject to customary year-end adjustments and not include all notes required by GAAP. The financial statements required by Sections 5.2(c), (f) and (g) will comply with the applicable regulatory requirements.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the Lenders:
(a) as soon as available, and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end adjustments, by the chief financial officer of the Borrower. The Administrative Agent and the Lenders agree that posting to XXXXX of the Form 10-Q for the Borrower for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Required Lenders, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree that the posting to XXXXX of the FORM 10-K for the Borrower for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b);
(c) as soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter (other than any Fiscal Quarter that completes a Fiscal Year) and sixty (60) days after the end of each Fiscal Year, copies of the Borrower’s quarterly Parent Borrower Only Financial Statements for Large Bank Holding Companies – Companies—FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – Companies—FR Y-9C prepared by the Borrower in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Only Financial Statements for Large Bank Holding Companies – Companies—FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – Companies—FR Y-9C for the Borrower will meet all report delivery requirements of this Section 6.3(c);
(d) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty five (45) days after the end of each Fiscal Year, the certificate of the president or chief financial officer of the Borrower substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained herein; (ii) stating that a review of the activities of the Borrower during such period has been made under his supervision to determine whether the Borrower has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred (or if such Default has occurred, describing such Default in reasonable detail and specifying the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower to its equity holders generally. The Administrative Agent and the Lenders agree that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e);
(f) as soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower or any Bank Subsidiary (including Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower or a Bank Subsidiary from furnishing to the Administrative Agent or the Lenders). The Administrative Agent and the Lenders agree that the posting to the applicable Regulatory Authority’s website for the Borrower and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g); and
(h) promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have a Material Adverse Effect; (vi) any change in the Chief Executive Officer, Chief Financial Officer, Officer or Chief Risk Officer Executive Vice President of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special Event. All financial statements referred to herein shall be complete and correct in all Material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis), applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
Financial Statements; Notices. Maintain an adequate system of accounting in accordance with sound accounting practice, and furnish to the Administrative Agent and the Lenders Lender such information respecting the business, assets and financial condition of the Borrower Company and its Subsidiaries as the Administrative Agent or any Lender may reasonably request and, without request, furnish to the Administrative Agent and the LendersLender:
(a) as soon as available, and in any event within sixty fifty (6050) days after the end of each Fiscal Quarter (other than excluding any Fiscal Quarter that completes a Fiscal Year), financial statements including the balance sheet for the Borrower Company and its Subsidiaries as of the end of each such Fiscal Quarter and statements of income, changes in shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding Fiscal Year certified as true, correct and complete, subject to review and normal year-end year‑end adjustments, by the chief financial officer officer, president, treasurer or controller of the BorrowerCompany. The Administrative Agent and the Lenders agree Lender agrees that posting to XXXXX of the Form 10-Q for the Borrower Company for each Fiscal Quarter will meet all financial statement delivery requirements of this Section 6.3(a5.3(a);
(b) as soon as available, and in any event within seventy-five (75) days after the close of each Fiscal Year, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower Company and its Subsidiaries as of the end of such year, containing balance sheets and statements of income, changes in shareholders’ equity and cash flows for such year and for the previous Fiscal Year, as audited by independent certified public accountants of recognized standing selected by the Borrower Company and satisfactory to the Required LendersLender, which report shall be accompanied by (i) the unqualified opinion of such accountants to the effect that the statements present fairly, in all Material material respects, the financial position of the Borrower Company as of the end of such year and the results of its operations and its cash 4891-7239-4657\7 4889-9803-5617\4 flows for the year then ended in conformity with GAAP; and (ii) a certificate of such accountants stating that their audit disclosed no Default or that their audit disclosed a Default and specifying the same and the action taken or proposed to be taken with respect thereto. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of the FORM Form 10-K for the Borrower Company for each Fiscal Year will meet all financial statement delivery requirements of this Section 6.3(b5.3(b);
(c) as soon as available, and in any event within sixty fifty (6050) days after the end of each Fiscal Quarter (other than excluding any Fiscal Quarter that completes a Fiscal Year) and sixty seventy-five (6075) days after the end of each Fiscal Year, copies of the BorrowerCompany’s quarterly Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – - FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – - FR Y-9C prepared by the Borrower Company in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Parent Borrower Company Only Financial Statements for Large Bank Holding Companies – - FR Y-9LP and Consolidated Financial Statements for Bank Holding Companies – - FR Y-9C for the Borrower Company will meet all report delivery requirements of this Section 6.3(c5.3(c);
(d) as soon as available, and in any event within forty five fifty (4550) days after the end of each Fiscal Quarter (excluding any Fiscal Quarter that completes a Fiscal Year) and forty seventy-five (4575) days after the end of each Fiscal Year, the certificate of the president or chief financial officer officer, president, treasurer or controller of the Borrower Company substantially in the form of Exhibit E attached hereto, among other things: (i) showing the calculations of the financial covenants contained hereinherein (which shall be based on the relevant financial information contained in the applicable Call Report); (ii) stating that a review of the activities of the Borrower Company during such period has been made under his supervision to determine whether the Borrower Company has observed, performed and fulfilled each and every covenant and condition in this Agreement and the Related Documents; and (iii) stating that no Default has occurred and is continuing (or if such a Default has occurredoccurred and is continuing, describing such Default in reasonable detail and specifying the nature thereof and the period of existence thereof and the steps, if any, being undertaken to correct the same);
(e) as soon as available, and in any event within five (5) Business Days of filing, a copy of each other filing and report made by the Borrower Company with or to any securities exchange or the Securities and Exchange Commission, and of each communication from the Borrower Company to its equity holders generally. The Administrative Agent and the Lenders agree Lender agrees that the posting to XXXXX of any such communication will meet all filing and report delivery requirements of this Section 6.3(e5.3(e);
(f) as soon as available, and in any event within forty five fifty (4550) days after the end of each Fiscal Quarter, the complete Call Report and/or Thrift Financial Report, as applicable, prepared by Borrower Company and/or each Bank Subsidiary at the end of such Fiscal Quarter in compliance with the requirements of each applicable Regulatory Authority, all prepared in accordance with the requirements imposed by the applicable Regulatory Authorities. The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website of the Call Report and/or Thrift Financial Report, as applicable, for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(f5.3(f); 4891-7239-4657\7 4889-9803-5617\4;
(g) as soon as available, and in any event within five (5) days, but without duplication of any other requirements set forth in this Section 6.35.3, a copy of all periodic reports which are required by law to be furnished to any Regulatory Authority having jurisdiction over the Borrower Company or any Bank Subsidiary (including including, without limitation, Federal Reserve Bank reports, but excluding any report which applicable law or regulation prohibits the Borrower Company or a Bank Subsidiary from furnishing to the Administrative Agent or the LendersLender). The Administrative Agent and the Lenders agree Lender agrees that the posting to the applicable Regulatory Authority’s website for the Borrower Company and each Bank Subsidiary will meet all report delivery requirements of this Section 6.3(g5.3(g); and
(h) promptly upon learning of the occurrence of any of the following, and subject in each case to applicable Requirements of Law, written notice thereof, describing the same in reasonable detail and the steps being taken with respect thereto: (i) the occurrence of any Default or Event of Default; and (ii) the institution of, or any Materially adverse determination or development in, any Material litigation, arbitration proceeding or governmental proceeding; (iii) the occurrence of a “reportable event” under, or the institution of steps by the Borrower or any Subsidiary to withdraw from, or the institution of any steps to terminate, any Employee Plan as to which the Borrower or any Subsidiary may have liability; (iv) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Related Document; (v) any event which would have has had a Material Adverse Effect; (vi) any change in Effect on the Chief Executive Officer, Chief Financial Officer, or Chief Risk Officer of the Borrower or any change in the Chief Executive Officer of any Bank Subsidiary; or (vii) the determination by the Borrower to prepay or redeem any Subordinated Indebtedness upon the occurrence of a Special EventCompany. All financial statements referred to herein shall be complete and correct in all Material material respects and shall be prepared in reasonable detail and on a consolidated and consolidating basis in accordance with GAAP (including financial statements for the Consolidated Bank Subsidiaries on a consolidated basis)GAAP, applied consistently throughout all accounting periods, excepting any change in accounting methodology and/or business combination reporting resulting from the adoption of new accounting guidance.
Appears in 1 contract
