Common use of Furnishing Financial Statements Clause in Contracts

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent: (a) as soon as available, but in any event not later than 90 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the Parent, a copy of the annual audit report for such year for the Parent and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the Parent’s independent certified public accountants, such financial statements to be certified by Xxxxx Xxxxxxxx LLP or other nationally recognized independent certified public accountants selected by the Parent and reasonably acceptable to the Administrative Agent, without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit; (b) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the Parent (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent stating that the financial statements fairly present the financial condition of the Parent and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof. (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 together with a certificate of a Responsible Officer of the Borrower stating that, to his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent by its independent accountants in connection with any annual, interim or special audit; (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; (f) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter; (g) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or more; (h) any reports, notices or proxy statements generally distributed by the Parent to its stockholders on a date no later than the date supplied to such stockholders; (i) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety (90) days after the end of each fiscal year, (i) a budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent (each a “Budget”), and copies of any updates to such Budget prepared by or for any Loan Party and (ii) projections through the Revolving Credit Termination Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably request; (j) [INTENTIONALLY OMITTED]. (k) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the Parent’s independent certified public accountants after notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent: (a) as soon as available, but in any event not later than 90 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the Parent, a copy of the annual audit report for such year for the Parent and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the Parent’s independent certified public accountants, such financial statements to be certified by Xxxxx Xxxxxxxx a BDO Xxxxxxx, LLP or other nationally recognized independent certified public accountants selected by the Parent and reasonably acceptable to the Administrative Agent, without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit; (b) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the Parent (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent stating that the financial statements fairly present the financial condition of the Parent and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof. (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 and the Applicable Margin and Applicable Commitment Fee Percentage, together with a certificate of a Responsible Officer of the Borrower stating that, to his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent by its independent accountants in connection with any annual, interim or special audit; (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; (f) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter, together with documentation in sufficient detail, including summary sheets, to permit the Administrative Agent to confirm any deduction by any Loan Party from Total Net Debt on account of cash and Cash Equivalents maintained in Unrestricted Investment Accounts; (g) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or more; (h) any reports, notices or proxy statements generally distributed by the Parent to its stockholders on a date no later than the date supplied to such stockholders; (i) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety (90) days after the end of each fiscal year, (i) a budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent (each a “Budget”), and copies of any updates to such Budget prepared by or for any Loan Party and (ii) projections through the later of the Revolving Credit Termination Date and the Term Loan Maturity Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably request; (j) [INTENTIONALLY OMITTED].As soon as possible, but in any event not later than thirty (30) days after the Closing Date, a report by Parente Xxxxxxxx confirming the achievement of personnel related cost savings of at least $6,600,000 in connection with the BrassRing Acquisition; and (k) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the Parent’s independent certified public accountants after notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent: (a) as soon as available, but in any event not later than 90 120 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the ParentBorrower, a copy of the annual audit report for such year for the Parent Borrower and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the ParentBorrower’s independent certified public accountants, such financial statements to be certified by Xxxxx Xxxxxxxx LLP or other a nationally recognized independent certified public accountants selected by the Parent Borrower and reasonably acceptable to the Administrative Agent, without (i) a “going concern” or like qualification or (ii) an exception or qualification arising out of the scope restricted or limited nature of the auditexamination of such accountants; (b) as soon as available, but in any event not later than 45 60 days after the end of each fiscal quarter of the Parent Borrower (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent Borrower and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent Borrower and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent Borrower stating that the financial statements fairly present the financial condition of the Parent Borrower and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission SEC at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof. (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 together with a certificate of a Responsible Officer of the Borrower stating that, to his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent by its independent accountants in connection with any annual, interim or special audit; (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; (f) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter; (g) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or more; (h) any reports, notices or proxy statements generally distributed by the Parent to its stockholders on a date no later than the date supplied to such stockholders; (i) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety (90) days after the end of each fiscal year, (i) a budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent (each a “Budget”), and copies of any updates to such Budget prepared by or for any Loan Party and (ii) projections through the Revolving Credit Termination Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably request; (j) [INTENTIONALLY OMITTED]. (k) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the Parent’s independent certified public accountants after notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent: (a) as soon as available, but in any event not later than 90 120 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the ParentBorrower, a copy of the annual audit report for such year for the Parent Borrower and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the ParentBorrower’s independent certified public accountants, such financial statements to be certified by Xxxxx Xxxxxxxx LLP or other a nationally recognized independent certified public accountants selected by the Parent Borrower and reasonably acceptable to the Administrative Agent, without (i) a “going concern” or like qualification or (ii) an exception or qualification arising out of the scope restricted or limited nature of the auditexamination of such accountants; (b) as soon as available, but in any event not later than 45 60 days after the end of each fiscal quarter of the Parent Borrower (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at 58 the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent Borrower and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent Borrower and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent Borrower stating that the financial statements fairly present the financial condition of the Parent Borrower and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission SEC at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof. (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 together with a certificate of a Responsible Officer of the Borrower stating that, to his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent by its independent accountants in connection with any annual, interim or special audit; (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; (f) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter; (g) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or more; (h) any reports, notices or proxy statements generally distributed by the Parent to its stockholders on a date no later than the date supplied to such stockholders; (i) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety (90) days after the end of each fiscal year, (i) a budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent (each a “Budget”), and copies of any updates to such Budget prepared by or for any Loan Party and (ii) projections through the Revolving Credit Termination Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably request; (j) [INTENTIONALLY OMITTED]. (k) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the Parent’s independent certified public accountants after notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent:Agent (and, in the case of clauses (a), (b), (c) and (f)-(j) below, the Administrative Agent shall promptly after receipt provide to the Lenders to the extent that it is aware that the Borrower has not done so): (a) as soon as available, but in any event not later than 90 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the Parent, a copy of the annual audit report for such year for the Parent and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the Parent’s independent certified public accountants, such financial statements to be certified by a Xxxxx Xxxxxxxx LLP or other nationally recognized independent certified public accountants selected by the Parent and reasonably acceptable to the Administrative Agent, without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit; (b) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the Parent (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent stating that the financial statements fairly present the financial condition of the Parent and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof. (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 and the Applicable Margin and Applicable Commitment Fee Percentage, together with a certificate of a Responsible Officer of the Borrower stating that, to his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent by its independent accountants in connection with any annual, interim or special audit; (e) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; (fe) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter, together with documentation in sufficient detail, including summary sheets, to permit the Administrative Agent to confirm any deduction by any Loan Party from Total Net Debt on account of cash and Cash Equivalents maintained in Unrestricted Investment Accounts; (gf) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party Subsidiary thereof in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or more; (hg) any reports, notices or proxy statements generally distributed by the Parent to its stockholders on a date no later than the date supplied to such stockholders; (ih) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety (90) days after the end of each fiscal year, (i) a budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent (each a “Budget”), and copies of any updates to such Budget prepared by or for the Parent or any Loan Party Subsidiary thereof and (ii) projections through the later of the Revolving Credit Termination Date and the Term Loan Maturity Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably request; (ji) [INTENTIONALLY OMITTED].not later than ninety (90) days after the Closing Date (or such longer period as agreed to by the Required Lenders in their sole discretion), a detailed report by a Person selected by the Administrative Agent and reasonably acceptable to the Borrower detailing the annual personnel related and specific third-party cost savings in connection with the integration of the Target after the Merger, including by position including compensation, which cost savings have actually been implemented within sixty (60) days after the Closing Date (or such longer period as agreed to by the Required Lenders in their sole discretion), such report to be in form and content acceptable to the Administrative Agent in its discretion; and (kj) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the Parent’s independent certified public accountants after notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.

Furnishing Financial Statements. Furnish or cause to be furnished to the Administrative Agent: (a) as soon as available, but in any event not later than 90 days (or such earlier date mandated by the SEC) after the close of each fiscal year of the ParentBorrower, a copy of the annual audit report for such year for the Parent Borrower and its consolidated Subsidiaries, including therein a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and related consolidated statements of income and retained earnings and changes in cash flows of the Parent Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior year with such changes thereon as shall be approved by the ParentBorrower’s independent certified public accountants, such financial statements to be certified by Xxxxx Xxxxxxxx Xxxxxx & Xxxxx, LLP or other a nationally recognized independent certified public accountants selected by the Parent Borrower and reasonably acceptable to the Administrative Agent, without a “going concern” or like qualification or exception or qualification arising out of the scope of the audit; (b) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the Parent Borrower (other than the last fiscal quarter), unaudited consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries, including therein (i) a consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter, (ii) the related consolidated statements of income and retained earnings of the Parent Borrower and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in cash flows of the Parent Borrower and its consolidated Subsidiaries all for the period from the beginning of such fiscal quarter to the end of such fiscal quarter and the portion of the fiscal year through the end of such quarter setting forth in each case in comparative form the corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with prior periods (except for the absence of footnotes and subject to year-end adjustments) and accompanied by a certificate of a Responsible Officer of the Parent Borrower stating that the financial statements fairly present the financial condition of the Parent Borrower and its consolidated Subsidiaries as of the date and for the periods covered thereby; The financial statements required to be delivered pursuant to clauses (a) and (b) of this Section 5.1 shall be deemed to have been delivered on the date on which such report is posted on the website of the Securities and Exchange Commission at xxx.xxx.xxx and Borrower notifies Administrative Agent in writing thereof.; (c) concurrently with the delivery of: (i) the financial statements referred to in subsection 5.1(a), a certificate of the Parent’s independent certified public accountants reporting on such financial statements stating that in making the examination necessary for certifying such financial statements no knowledge was obtained of any Event of Default under Section 6.1 hereof, except as specifically indicated; (ii) the annual and quarterly financial statements referred to in subsections 5.1(a) and 5.1(b), respectively, a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1 and the Applicable Margin and Applicable Commitment Fee Percentage, together with a certificate of a Responsible Officer of the Borrower stating that, to the best of his or her knowledge, the Borrower during such period has kept, observed, performed and fulfilled each and every covenant and condition contained in this Agreement and in the Notes and the other Loan Documents to which it is a party and that such officer has obtained no knowledge of any Default or Event of Default except as specifically indicated; if the Compliance Certificate shall indicate that such officer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; and (iiiii) the financial statements referred to in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lenders to calculate Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a quarterly basis of the EBITDA attributable to such Person (or such assets) for the applicable period prior to such acquisition. (d) any reports, including management letters, promptly after their submittal to the Parent Borrower by its independent accountants in connection with any annual, interim or special audit; (e) promptlywithin 20 days after the end of each month (i) an account receivable aging report, and (ii) a Borrowing Base Certificate for such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request;month. (f) promptly after the same are available, quarterly account statements with respect to each Unrestricted Investment Account demonstrating the amount of cash and/or Cash Equivalents maintained in such Unrestricted Investment Accounts by the Parent and/or its Subsidiaries during such quarter; (g) promptly following the execution thereof, a copy of any letter of intent executed by the Borrower or any other Loan Party in respect of a proposed acquisition for which the proposed Consideration is $10,000,000 or moreacquisition; (hg) any reports, notices or proxy statements generally distributed by the Parent Borrower to its stockholders on a date no later than the date supplied to such stockholders; (ih) simultaneously with the delivery of the financial statements required under subsection 5.1(a), but in any event on or before ninety sixty (9060) days after the end of each fiscal year, (i) a an operating budget for the current fiscal year (and, if available, for the next fiscal year) approved by the board of directors of the Parent Borrower (including a balance sheet, income statement and statement of cash flow and assumptions relating to such budget) (each a “Budget”), and copies of any updates to such Budget prepared by or for any Loan Party and (ii) projections through the Revolving Credit Termination Date; and promptly upon request, such additional or updated Budgets, projections, reports (including inventory reports) and other information regarding the operations, business affairs and financial condition of the Borrower and the other Loan Parties as the Required Lenders may, from time to time, reasonably requestParty; (j) [INTENTIONALLY OMITTED]. (ki) promptly after the same become publicly available, copies of all periodic, other reports, proxy statements or other materials filed by the Parent Borrower or any Subsidiary thereof with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its equityholders, as the case may be. ; and (j) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; All balance sheets, statements and other information furnished pursuant hereto shall be prepared in accordance with GAAP, except for the absence of footnotes and subject to year-end adjustments in the case of the unaudited financial statements, and shall fairly set forth the consolidated financial condition of the Parent Borrower and its Subsidiaries and the results of their operations. The Lenders shall have the right, from time to time, to discuss the Loan Parties’ affairs directly with the ParentBorrower’s independent certified public accountants after not less than five (5) days prior written notice to the Borrower and the opportunity for the Borrower to be present at any such discussions. The Administrative Agent and each Lender is authorized to show or deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the Parent Borrower and its Subsidiaries which may be furnished to any Lender or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such Lender and to any bank or other financial institution which is a present or potential participant with such Lender in the Loans and other extensions of credit hereunder, provided such bank or financial institution agrees to keep such information confidential on the terms hereof.