Common use of Financial Statements; Reporting Requirements; Certification as to Defaults Clause in Contracts

Financial Statements; Reporting Requirements; Certification as to Defaults. During the term of this Agreement, Borrower will furnish two copies of the following to Agent, copies of which shall be provided by Agent to the Lenders: (i) within 100 days after the end of each fiscal year, annual financial statements for Borrower and its consolidated and consolidating Subsidiaries as of the end of such fiscal year, consisting of a consolidated and consolidating balance sheet, consolidated and consolidating statement of operations, consolidated and consolidating statements of cash flows and consolidated and consolidating statement of stockholder's equity, in comparative form, together with a narrative description of the financial condition and results of operations and the liquidity and capital resources of Borrower and setting forth in comparative form the corresponding figures for the corresponding period of the prior fiscal year. In addition, Agent shall use such audited financial statements as a basis to explain any material variance from the corresponding figures contained in the most recent financial projections of Borrower. The statements will be audited by an independent firm of certified public accountants selected by Borrower and acceptable to the Majority Lenders, and certified by that firm of certified public accountants to have been prepared in accordance with GAAP. The certified public accountants will render an opinion as to such statements which shall not be qualified by reference to (I) limits on the scope of the audit imposed by Borrower or (II) the viability of Borrower as a going concern. The Lenders through the Agent will have the absolute and irrevocable right, from time to time, to discuss the affairs of Borrower directly with the independent certified public accountant after prior notice to Borrower and the reasonable opportunity of Borrower to be present at any such discussions; (ii) by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), financial statements for Borrower and its consolidated and consolidating Subsidiaries as of the end of the immediately preceding month, consisting of consolidated and consolidating balance sheet and statement of operations prepared by Borrower; (iii) within 45 days after the end of each fiscal quarter, a certificate of the President, or Chief Financial Officer, in the form of Exhibit 3.11(e)(iii) attached hereto, of Borrower stating that such person has reviewed the provisions of the Loan Documents and that a review of the activities of Borrower during such quarter has been made by or under such person's supervision with a view to determining whether Borrower has materially observed and performed all of Borrower's obligations under the Loan Documents, and that, to the best of such person's knowledge, information and belief, Borrower has materially observed and performed each and every undertaking contained in the Loan Documents and is not at the time in Default in the observance or performance of any of the terms and conditions thereof or, if Borrower will be so in default, specifying all of such defaults and events of which such person may have knowledge; (iv) by the end of each fiscal year, an annual budget and income statement with cash flow projections for the following fiscal year; (v) promptly upon receipt thereof, copies of all final reports and final management letters submitted to Borrower or any of the Borrower's Subsidiaries by independent accountants in connection with any annual or interim audit of the books of Borrower or such Subsidiaries made by such accountants; (vi) copies of any and all reports, filings and other documentation delivered to the Securities and Exchange Commission by or on behalf of Borrower promptly after the delivery thereof, if applicable; (vii) The President or Chief Financial Officer of Borrower will certify to Agent by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), or more often if reasonably requested by Agent, that to the best of his knowledge, after reasonable inquiry, Borrower is in compliance with the Financial Covenants as set forth in Section 9.3 hereof, in a form acceptable to Agent in its sole discretion; and (viii) any other statements, reports and other information as any Lender through the Agent may reasonably request concerning the financial condition or operations of Borrower and its properties.

Financial Statements; Reporting Requirements; Certification as to Defaults. During the term of this Loan Agreement, Borrower will Baldxxx xxxl furnish two copies a copy of the following to Agent, copies of which shall be provided by Agent to the Lenders: (i) within 100 one hundred twenty (120) days after the end of each fiscal year, annual financial statements for Borrower and Baldxxx xxx its consolidated and consolidating Subsidiaries as of the end of such fiscal year, consisting of a consolidated and consolidating balance sheet, consolidated and consolidating statement of operationsearnings, consolidated and consolidating statements of consolidated cash flows and consolidated and consolidating statement of stockholder's equity, in comparative form, together with a narrative description copy of the financial condition and results of operations and the liquidity and capital resources of Borrower and setting forth in comparative form the corresponding figures Baldxxx'x 00-K for the corresponding period of the prior such fiscal year. In addition, Agent shall use such audited financial statements as a basis to explain any material variance from the corresponding figures contained in the most recent financial projections of Borrower. The statements and balance sheet AMENDED AND RESTATED TERM LOAN AGREEMENT Baldxxx Xxxno & Organ Company 38 will be audited by an independent firm of certified public accountants selected by Borrower and Baldxxx xxx acceptable to the Majority LendersAgent (any Big 6 accounting firm being acceptable to Agent), and certified by that firm of certified public accountants to have been prepared in accordance with GAAP. The certified public accountants will render an unqualified opinion as to such statements which shall not be qualified by reference to (I) limits on the scope of the audit imposed by Borrower or (II) the viability of Borrower as a going concernand balance sheets. The Lenders through the Agent will have the absolute and irrevocable right, from time to time, to discuss the affairs of Borrower directly Baldxxx xxxectly with the independent certified public accountant after prior notice to Borrower and Baldxxx xxx the reasonable opportunity of Borrower to Baldxxx xx be present at any such discussions; (ii) by the 20th calendar twentieth (20th) day of each month (or the next succeeding day if such day is not a Business Day)month, financial statements for Borrower and Baldxxx xxx its consolidated and consolidating Subsidiaries as of the end of the immediately preceding month, consisting of consolidated and consolidating balance sheet and statement of operations prepared by BorrowerBaldxxx; (iii) within 45 days after by the end forty-fifth (45th) day of each fiscal quarter, a certificate of the President, or Chief Financial OfficerQuarterly Compliance Certificate, in the form of Exhibit 3.11(e)(iii) attached heretoF, of Borrower Baldxxx'x Xxxsident or Chief Financial Officer, stating that such person has reviewed the provisions of the Loan Documents and that a review of the activities of Borrower Baldxxx during such quarter has been made by or under such person's supervision with a view to determining whether Borrower has materially Baldxxx xxx observed and performed all of Borrower's obligations Baldxxx'x xxxigations under the Loan Documents, and that, to the best of such person's knowledge, information and belief, Borrower has materially Baldxxx xxx observed and performed each and every undertaking contained in the Loan Documents and is not at the time in Default default in the observance or performance of any of the terms and conditions thereof or, if Borrower will Baldxxx xxxl be so in default, specifying all of such defaults and events of which such person may have knowledge; (iv) by the end of each fiscal year, an annual budget and income statement with cash flow projections for the following fiscal year; (v) promptly upon receipt thereof, copies of all final reports and final management letters submitted to Borrower or Baldxxx xx any of the Borrower's Subsidiaries Baldxxx'x Xxxsidiaries by independent accountants in connection with any annual or interim audit of the books of Borrower or Baldxxx xx such Subsidiaries made by such accountants; (vi) copies of any and all reports, filings and other documentation delivered to the Securities and Exchange Commission by or on behalf of Borrower promptly Baldxxx xxxmptly after the delivery thereof, if applicable; (vii) The President or Chief Financial Officer of Borrower will certify to Agent by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), or more often if reasonably requested by Agent, that to the best of his knowledge, after reasonable inquiry, Borrower is in compliance with the Financial Covenants as set forth in Section 9.3 hereof, in a form acceptable to Agent in its sole discretion; and (viiivii) any other statements, reports and other information as any Lender through the Agent may reasonably request concerning the financial condition or operations of Borrower and Baldxxx xxx its properties.. AMENDED AND RESTATED TERM LOAN AGREEMENT Baldxxx Xxxno & Organ Company

Financial Statements; Reporting Requirements; Certification as to Defaults. During the term of this Credit Agreement, Borrower will Baldxxx xxxl furnish two copies a copy of the following to Agent, copies of which shall be provided by Agent to the Lenders: (i) within 100 one hundred twenty (120) days after the end of each fiscal year, annual financial statements for Borrower and Baldxxx xxx its consolidated and consolidating Subsidiaries as of the end of such fiscal year, consisting of a consolidated and consolidating balance sheet, consolidated and consolidating statement of operationsearnings, consolidated and consolidating statements of consolidated cash flows and consolidated and consolidating statement of stockholder's equity, in comparative form, together with a narrative description copy of the financial condition and results of operations and the liquidity and capital resources of Borrower and setting forth in comparative form the corresponding figures Baldxxx'x 00-K for the corresponding period of the prior such fiscal year. In addition, Agent shall use such audited financial statements as a basis to explain any material variance from the corresponding figures contained in the most recent financial projections of Borrower. The statements and balance sheet will be audited by an independent firm of certified public accountants selected by Borrower and Baldxxx xxx acceptable to the Majority LendersAgent (any Big 6 accounting firm being acceptable to Agent), and certified by that firm of certified public accountants to have been prepared in accordance with GAAP. The certified public accountants will render an unqualified opinion as to such statements which shall not be qualified by reference to (I) limits on the scope of the audit imposed by Borrower or (II) the viability of Borrower as a going concernand balance sheets. The Lenders through the Agent will have the absolute and irrevocable right, from time to time, to discuss the affairs of Borrower directly Baldxxx xxxectly with the independent certified public accountant after prior notice to Borrower and Baldxxx xxx the reasonable opportunity of Borrower to Baldxxx xx be present at any such discussions; (ii) by the 20th calendar twentieth (20th) day of each month (or the next succeeding day if such day is not a Business Day)month, financial statements for Borrower and Baldxxx xxx its consolidated and consolidating Subsidiaries as of the end of the immediately preceding month, consisting of consolidated and consolidating balance sheet and statement of operations prepared by BorrowerBaldxxx; (iii) within 45 days after by the end forty-fifth (45th) day of each fiscal quarter, a certificate of the President, or Chief Financial OfficerQuarterly Compliance Certificate, in the form of Exhibit 3.11(e)(iii) attached heretoH, of Borrower Baldxxx'x Xxxsident or Chief Financial Officer, stating that such person has reviewed the provisions of the Loan Documents and that a review of the activities of Borrower Baldxxx during such quarter has been made by or under such person's supervision with a view to determining whether Borrower has materially Baldxxx xxx observed and performed all of Borrower's obligations Baldxxx'x xxxigations under the Loan Documents, and that, to the best of such person's knowledge, information and belief, Borrower has materially Baldxxx xxx observed and performed each and every undertaking contained in the Loan Documents and is not at the time in Default default in the observance or performance of any of the terms and conditions thereof or, if Borrower will Baldxxx xxxl be so in default, specifying all of such defaults and events of which such person may have knowledge; (iv) by the end of each fiscal year, an annual budget and income statement with cash flow projections for the following fiscal year; (v) promptly upon receipt thereof, copies of all final reports and final management letters submitted to Borrower or Baldxxx xx any of the Borrower's Subsidiaries Baldxxx'x Xxxsidiaries by independent accountants in connection with any annual or interim audit of the books of Borrower or Baldxxx xx such Subsidiaries made by such accountants; (vi) copies of any and all reports, filings and other documentation delivered to the Securities and Exchange Commission by or on behalf of Borrower promptly Baldxxx xxxmptly after the delivery thereof, if applicable; (vii) The President or Chief Financial Officer of Borrower will certify to Agent by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), or more often if reasonably requested by Agent, that to the best of his knowledge, after reasonable inquiry, Borrower is in compliance with the Financial Covenants as set forth in Section 9.3 hereof, in a form acceptable to Agent in its sole discretion; and (viiivii) any other statements, reports and other information as any Lender through the Agent may reasonably request concerning the financial condition or operations of Borrower and Baldxxx xxx its properties.

Financial Statements; Reporting Requirements; Certification as to Defaults. During the term of this Agreement, Borrower will furnish two copies of the following to Agent, copies of which shall be provided by Agent to the LendersDFS: (ia) within 100 120 days after the end of each fiscal year, annual annual, unaudited accountant-prepared financial statements for Borrower and its consolidated and consolidating Subsidiaries (if any) as of the end of such fiscal year, consisting of a consolidated and consolidating balance sheet, consolidated and consolidating statement of operations, consolidated and consolidating statements of cash flows and consolidated and consolidating statement of stockholdershareholder's equity, in comparative form, together with a narrative description of the financial condition and results of operations and the liquidity and capital resources of Borrower and setting forth in comparative form the corresponding figures for the corresponding period of the prior fiscal year. In addition, Agent shall use such audited financial statements as a basis to explain any material variance from year and the corresponding figures contained in from the most recent financial projections of Borrower, discussing the reasons for any significant variations. The statements and balance sheet will be audited reviewed by an independent firm of certified public chartered accountants selected by Borrower and acceptable to the Majority LendersDFS, and certified by that firm of certified public chartered accountants to have been prepared in accordance with GAAP. The certified public chartered accountants will render an unqualified opinion as to such statements which shall not be qualified by reference to (I) limits on the scope of the audit imposed by Borrower or (II) the viability of Borrower as a going concernand balance sheets. The Lenders through the Agent DFS will have the absolute and irrevocable right, from time to time, to discuss the affairs of Borrower directly with the independent certified public chartered accountant after prior notice to Borrower and the reasonable opportunity of Borrower to be present at any such discussions; (iib) by the 20th 45th calendar day of each month (or the next succeeding day if such day is not a Business Day)fiscal quarter, financial statements for Borrower and its consolidated and consolidating Subsidiaries as of the end of the immediately preceding monthfiscal quarter, consisting of consolidated and consolidating balance sheet and statement of operations prepared by Borrower; (iiic) within 45 days after by the end 45th calendar day of each fiscal quarter, a certificate of the President, or Chief Financial Officer, in the form of Exhibit 3.11(e)(iii) attached hereto, of Borrower stating that such person has reviewed the provisions of the Loan Documents and that a review of the activities of Borrower during such quarter has been made by or under such person's supervision with a view to determining whether Borrower has materially observed and performed all of Borrower's obligations under the Loan Documents, and that, to the best of such person's knowledge, information and belief, Borrower has materially observed and performed each and every undertaking contained in the Loan Documents and is not at the time in Default in the observance or performance of any of the terms and conditions thereof or, if Borrower will be so in default, specifying all of such defaults and events of which such person may have knowledge; (iv) by the end of each fiscal year, an annual budget and income statement with cash flow projections for the following fiscal year; (v) promptly upon receipt thereof, copies of all final reports and final management letters submitted to Borrower or any of the Borrower's Subsidiaries by independent accountants in connection with any annual or interim audit of the books of Borrower or such Subsidiaries made by such accountants; (vi) copies of any and all reports, filings and other documentation delivered to the Securities and Exchange Commission by or on behalf of Borrower promptly after the delivery thereof, if applicable; (vii) The President or Chief Financial Officer of Borrower will certify to Agent by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), or more often if reasonably requested by Agent, that to the best of his knowledge, after reasonable inquiry, Borrower is in compliance with the Financial Covenants as set forth in Section 9.3 hereof, in a form acceptable to Agent in its sole discretion; and (viii) any other statements, reports and other information as any Lender through the Agent may reasonably request concerning the financial condition or operations of Borrower and its properties.9.1.10

Financial Statements; Reporting Requirements; Certification as to Defaults. During the term of this Agreement, Borrower will furnish two copies of the following to Agent, copies of which shall be provided by Agent to the Lenders: (ia) within 100 days after the end of each fiscal year, annual financial statements for Borrower and its consolidated and consolidating Subsidiaries as of the end of such fiscal year, consisting of a consolidated and consolidating balance sheet, consolidated and consolidating statement of operations, consolidated and consolidating statements of cash flows and consolidated and consolidating statement of stockholder's equity, in comparative form, together with a narrative description of the financial condition and results of operations and the liquidity and capital resources of Borrower and setting forth in comparative form the corresponding figures for the corresponding period of the prior fiscal year. In addition, Agent shall use such audited financial statements as a basis to explain any material variance from year and the corresponding figures contained in from the most recent financial projections of Borrower, discussing the reasons for any significant variations. The statements and balance sheet will be audited by an independent firm of certified public accountants selected by Borrower and acceptable to the Majority Required Lenders, and certified by that firm of certified public accountants to have been prepared in accordance with GAAP. The certified public accountants will render an unqualified opinion as to such statements which shall not be qualified by reference to (I) limits on the scope of the audit imposed by Borrower or (II) the viability of Borrower as a going concernand balance sheets. The Lenders through the Agent will have the absolute and irrevocable right, from time to time, to discuss the affairs of Borrower directly with the independent certified public accountant after prior notice to Borrower and the reasonable opportunity of Borrower to be present at any such discussions; (iib) by the 20th calendar 25th day of each month (or the next succeeding day if such day is not a Business Day)month, financial statements for Borrower and its consolidated and consolidating Subsidiaries as of the end of the immediately preceding month, consisting of consolidated and consolidating balance sheet and statement of operations prepared by Borrower; (iiic) within 45 days after by the end 50th day of each fiscal quarter, a certificate of the President, or Chief Financial Officer, in the form of Exhibit 3.11(e)(iii) attached hereto, of Borrower stating that such person has reviewed the provisions of the Loan Documents and that a review of the activities of Borrower during such quarter has been made by or under such person's supervision with a view to determining whether Borrower has materially observed and performed all of Borrower's obligations under the Loan Documents, and that, to the best of such person's knowledge, information and belief, Borrower has materially observed and performed each and every undertaking contained in the Loan Documents and is not at the time in Default in the observance or performance of any of the terms and conditions thereof or, if Borrower will be so in default, specifying all of such defaults and events of which such person may have knowledge; (iv) by the end of each fiscal year, an annual budget and income statement with cash flow projections for the following fiscal year; (v) promptly upon receipt thereof, copies of all final reports and final management letters submitted to Borrower or any of the Borrower's Subsidiaries by independent accountants in connection with any annual or interim audit of the books of Borrower or such Subsidiaries made by such accountants; (vi) copies of any and all reports, filings and other documentation delivered to the Securities and Exchange Commission by or on behalf of Borrower promptly after the delivery thereof, if applicable; (vii) The President or Chief Financial Officer of Borrower will certify to Agent by the 20th calendar day of each month (or the next succeeding day if such day is not a Business Day), or more often if reasonably requested by Agent, that to the best of his knowledge, after reasonable inquiry, Borrower is in compliance with the Financial Covenants as set forth in Section 9.3 hereof, in a form acceptable to Agent in its sole discretion; and (viii) any other statements, reports and other information as any Lender through the Agent may reasonably request concerning the financial condition or operations of Borrower and its properties.9.1.10