Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders: (a) As soon as available and in any event within one hundred twenty (120) days after the end of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a balance sheet of Borrower as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized independent public accounting firm reasonably acceptable to Administrative Agent, (ii) a copy of the opinion issued by such accounting firm, and (iii) a copy of any management letter issued by such accounting firm. (b) As soon as available and in any event within forty-five (45) days after the end of each calendar quarter, a consolidated and consolidating balance sheet and related statement of income of Borrower as of the end of such quarter and year-to-date, all certified by the chief financial officer or the chief accounting officer of such Person as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a). (c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a). (d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a) and (b) and each Request for Advance, a certificate of an Authorized Officer of Borrower, (i) setting forth in reasonable detail the calculations required to establish compliance with the requirements of Sections 7.1 through and including Section 7.7, on the date of such financial statements, (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect only to the financial statements delivered pursuant to Sections 6.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and results of Borrower's operations as of the date of the delivery of such financial statements. (e) As soon as available and in any event within sixty (60) days after the end of each Fiscal Year, Borrower shall provide financial projections (including, but not limited to, a capital expenditure budget) for the ensuing fiscal year for Borrower, in form reasonably satisfactory to Administrative Agent. Borrower shall provide updated projections with each Acquisition for which Borrower may request an Advance and shall obtain approval of Lenders for all Permitted Acquisitions. (f) As soon as available and in any event within thirty (30) days after the end of each Fiscal Year, Borrower's operating lease schedule. (g) As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower in excess of $5,000,000.00 annually.
Appears in 1 contract
Samples: Loan Agreement (Monarch Dental Corp)
Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty (120100) days after the end of each Fiscal Year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person Borrower in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized Deloitte & Touche, L.L.P. (or its successors) or other independent public accounting firm accountants reasonably acceptable to Administrative Agent, Agent (iithe financial statements required by this clause (a) a copy of may be included in the opinion issued by such accounting firm, and reports delivered pursuant to clause (iiid) a copy of any management letter issued by such accounting firmbelow).
(b) As soon as available and in any event within forty-five fifty (4550) days after the end of each calendar fiscal quarter, a consolidated cash flow statement and consolidating a consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or officer, the chief accounting officer or Treasurer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustmentsadjustments (the financial statements required by this clause (b) may be included in the reports delivered pursuant to clause (d) below). Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(aSECTION 7.1(A).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(aSECTIONS 7.1(A) and AND (b) and each Request for AdvanceB), a certificate of Compliance Certificate executed by an Authorized Officer of Borrower, in the form as attached hereto as EXHIBIT C, (i) setting forth forth, among other things, in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 7.1 through ARTICLE V and including Section 7.7, ARTICLE VIII on the date of such financial statements, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect only to the financial statements delivered pursuant to Sections 6.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and its Consolidated Subsidiaries and results of Borrower's and its Consolidated Subsidiaries= operations as of the date of the delivery of such financial statements.
(d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC.
(e) As soon as available Immediately upon obtaining knowledge of the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary is taking or proposes to take with respect thereto.
(f) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor Subsidiary, including without limitation the occurrence of any Litigation which could reasonably be expected to have a Material Adverse Effect; (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor Subsidiary, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary is a party or by which Borrower or any Guarantor Subsidiary or any properties of Borrower or any Guarantor Subsidiary are bound, if such default or acceleration might have a Material Adverse Effect; (iii) the existence of any Default or Event of Default; (iv) any material default by Borrower or any of its Consolidated Subsidiaries under any Legal Requirement, or any default by Borrower or any of its Consolidated Subsidiaries in the performance of any obligation which constitutes a Material Adverse Effect; (v) any actual or threatened (but only if such threat is communicated to Borrower in writing) condemnation or other taking of any material portion of any Unencumbered Property, any negotiations with respect thereto, or any loss of or substantial damage to any portion of the Unencumbered Property, if any of the foregoing could result in a Pool Violation; and (vi) any cancellation, adverse alteration or non-renewal of any insurance coverage required by this Agreement with respect to any Real Estate or other Property, including any Unencumbered Property, unless such insurance can be, and is being, replaced within a reasonable period of time after any such event.
(g) Prompt notification, and in any event within sixty five (605) days after Business Days of the end occurrence, of each Fiscal Year, Borrower shall provide financial projections (including, but not limited to, a capital expenditure budget) for any change in the ensuing fiscal year for Borrower, in form reasonably satisfactory to Administrative AgentMoody'x Xxxxng or the S&P Rating. Borrower shall provide updated projections with each Acquisition for which Borrower may request an Advance and shall obtain approval promptly upon the receipt of Lenders for all Permitted Acquisitionsnotice thereof, also notify Administrative Agent of any change in the definition of the term "Funds from Operations" as promulgated by the National Association of Real Estate Investment Trusts.
(fh) As soon From time to time such additional information regarding the financial position or business of Borrower and its Consolidated Subsidiaries as available Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower and in its Consolidated Subsidiaries and information (including current certificates of insurance) concerning the insurance being maintained by Borrower and any event within thirty (30) days after the end of each Fiscal Year, Borrower's operating lease scheduleConsolidated Subsidiary.
(g) As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower in excess of $5,000,000.00 annually.
Appears in 1 contract
Information From Borrower. Borrower will shall deliver, or cause to be delivered, to Administrative the Agent on behalf of the Lenders:
(a) As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and the related consolidated statements of income and cash flow for such Fiscal Year)fiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all reported by such Person Borrower in accordance with GAAP and and, with respect to such consolidated financial statements, audited by Arthxx Xxxexxxx XXX (or its successors), or other independent public accountants reasonably acceptable to the Agent, with an unqualified opinion issued by a nationally recognized independent public accounting firm reasonably acceptable to Administrative Agent, (ii) a copy of the opinion issued by such accounting firm, and (iii) a copy of any management letter issued by such accounting firmopinion.
(b) As soon as available and in any event within (i) forty-five (45) days after the end of each calendar quarterfiscal quarter of each fiscal year of Borrower, a consolidated and consolidating balance sheet and related statement consolidated statements of income and cash flows of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or the chief accounting officer of such Person as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain recurring adjustments and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted condensed, provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred most recently furnished pursuant to in Section 6.1(a7.1(a), subject, with respect 70 to Current Financial Statements delivered pursuant to Section 7.1(b), to year- end adjustments.
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a7.1(a) and 7.1(b), (bi) and each Request for Advance, a compliance certificate of an Authorized executed by a Responsible Officer of Borrower, (i) in substantially the form of Exhibit A, setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of of, among other Sections, Sections 7.1 through 8.1 and including Section 7.7, 8.2 on the date of the latest balance sheet included in such financial statements, and detailing all add-backs and adjustments thereto, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect only to the consolidated financial statements delivered pursuant to Sections 6.1(a7.1(a) and (b7.1(b), a certification of a Responsible Officer of Borrower stating, to the best of such Authorized Responsible Officer's knowledge and belief, whether or not such financial statements fairly reflect present fairly, in all material respects respects, the consolidated financial condition of Borrower and results of Borrower's operations its Subsidiaries as of the date of the delivery latest balance sheet included therein and the consolidated results of such operations of Borrower and its Subsidiaries for the portion of Borrower's fiscal year ended on the date of that balance sheet, subject, in the case of the consolidated financial statementsstatements delivered pursuant to Section 7.1(b), to year-end adjustments.
(d) Promptly after the filing thereof with the SEC, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower pursuant to the Exchange Act.
(e) As soon as available Promptly, and in any event within sixty (60) 30 days after from the end of each Fiscal Year, Borrower shall provide financial projections (including, but not limited tocalendar month, a capital expenditure budget) for monthly operating report, prepared in the ensuing fiscal year for Borrower, form and in form reasonably satisfactory the same manner as the monthly operating reports provided by Borrower to Administrative Agent. Borrower shall provide updated projections with each Acquisition for which Borrower may request an Advance and shall obtain approval of Lenders for all Permitted AcquisitionsAgent prior to the Closing Date.
(f) As soon as available Promptly, and in any event within thirty three (303) days Business Days, after a Responsible Officer has knowledge (i) that a Default or Event of Default has occurred and is continuing or (ii) of any circumstance that could reasonably be expected to result in a Default or Event of Default, a certificate of a Responsible Officer setting forth the end details thereof and the action which Borrower or any applicable Subsidiary of each Fiscal Year, Borrower's operating lease scheduleBorrower is taking or proposes to take with respect thereto.
(g) As soon as available Promptly, and in any event within ninety three (903) days Business Days, after the end a Responsible Officer of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or any Subsidiary has knowledge of (i) the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty occurrence of any Material Adverse Change, (60ii) days following the execution commencement of such new contract any litigation against Borrower or change to existing contract. For purposes any of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower its Subsidiaries which involves an uninsured claim in excess of $5,000,000.00 annually.250,000.00, (iii) the occurrence of any default or event of default by obligor with respect to any Debt in excess of $250,000.00 owing by Borrower or any Subsidiary of Borrower, or any default or event of default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Subsidiary of Borrower is a party or by which Borrower or any Subsidiary of Borrower or any properties of Borrower or any Subsidiary of Borrower are bound, and the amount of the claim resulting or which may result therefrom is in excess of $250,000.00, or
Appears in 1 contract
Samples: Secured Revolving and Term Loan Agreement (American Residential Services Inc)
Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person Borrower in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized Deloitte & Touche (or its successors) or other independent public accounting firm accountants reasonably acceptable to Administrative Agent, (ii) a copy of the opinion issued by such accounting firm, and (iii) a copy of any management letter issued by such accounting firm.
(b) As soon as available and in any event within forty-five sixty (4560) days after the end of each calendar quarter, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or officer, the chief accounting officer or Treasurer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a7.1(a).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a7.1(a) and (b) and each Request for Advance), a certificate of an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 7.1 8.1 through and including Section 7.7, 8.4 on the date of such financial statements, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect to only to the financial statements delivered pursuant to Sections 6.1(a7.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and its Subsidiaries and results of Borrower's and its Subsidiaries' operations as of the date of the delivery of such financial statements.
(d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC.
(e) As soon Immediately upon the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor is taking or proposes to take with respect thereto.
(f) Within fifteen (15) days after the end of each calendar month, a report in form as available attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require.
(g) Upon Administrative Agent's request from time to time, an Interest Rate Exposure Report and a detailed description of all assets included in any event within Asset Portfolios.
(h) Within sixty (60) days after the end of each Fiscal Yearcalendar quarter, (i) a Residual Interests Report, (ii) beginning on January 1, 1999, an organizational chart showing Borrower and its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall provide financial projections give prompt notice of any material changes in the organization chart delivered on the Closing Date and (includingB) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary), but not limited to(iii) a Permitted Secured Debt and Warehouse Lines Report and Certification, (iv) a capital expenditure budgetPledged Asset Schedule and Certification, (v) for the ensuing fiscal year for Borrower, a report in form reasonably satisfactory to Administrative Agent. Agent detailing any loans which had been sold or securitized by Borrower shall provide updated projections with each Acquisition for or any Subsidiary, but which were repurchased by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower may request or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an Advance aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and shall obtain approval of Lenders for all Permitted Acquisitionsare past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy.
(fi) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor, including, without limitation, the occurrence of any litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any properties of Borrower or any Guarantor are bound, if such default or acceleration might have a material adverse effect upon the financial condition of Borrower or any Guarantor.
(j) As soon as available practicably possible, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, (iii) the occurrence of any event which would cause Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date under any servicing agreement, and (iv) the occurrence of any hyper-amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any event within thirty (30) days after manner different than the end of each Fiscal Year, Borrower's operating lease schedulecash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Line.
(gk) As soon From time to time such additional information regarding the financial position or business of Borrower and/or any of Borrower's Subsidiaries as available and in Administrative Agent, at the request of any event within ninety (90) days after the end Lender, may reasonably request, including, without limitation, financial projections of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or any Guarantor and information concerning the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for insurance being maintained by Borrower in excess of $5,000,000.00 annuallyand Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Amresco Inc)
Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person Borrower in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized Deloitte & Touche, L.L.P. (or its successors) or other independent public accounting firm accountants reasonably acceptable to Administrative Agent, Agent (iithe financial statements required by this clause (a) a copy of may be included in the opinion issued by such accounting firm, and reports delivered pursuant to clause (iiid) a copy of any management letter issued by such accounting firmbelow).
(b) As soon as available and in any event within forty-five fifty (4550) days after the end of each calendar fiscal quarter, a consolidated cash flow statement and consolidating a consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or officer, the chief accounting officer or Treasurer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustmentsadjustments (the financial statements required by this clause (b) may be included in the reports delivered pursuant to clause (d) below). Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a7.1(a).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a7.1(a) and (b) and each Request for Advance), a certificate of Compliance Certificate executed by an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth forth, among other things, in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 7.1 through Article 5 and including Section 7.7, Article 8 on the date of such financial statements, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect only to the financial statements delivered pursuant to Sections 6.1(a) and (b), stating, to the best of such Authorized Officer's ’s knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and its Consolidated Subsidiaries and results of Borrower's ’s and its Consolidated Subsidiaries’ operations as of the date of the delivery of such financial statements.
(d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC.
(e) As soon as available Immediately upon obtaining knowledge of the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary is taking or proposes to take with respect thereto.
(f) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor Subsidiary, including without limitation the occurrence of any Litigation which could reasonably be expected to have a Material Adverse Effect; (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor Subsidiary, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary is a party or by which Borrower or any Guarantor Subsidiary or any properties of Borrower or any Guarantor Subsidiary are bound, if such default or acceleration might have a Material Adverse Effect; (iii) the existence of any Default or Event of Default; (iv) any material default by Borrower or any of its Consolidated Subsidiaries under any Legal Requirement, or any default by Borrower or any of its Consolidated Subsidiaries in the performance of any obligation which constitutes a Material Adverse Effect; (v) any actual or threatened (but only if such threat is communicated to Borrower in writing) condemnation or other taking of any material portion of any Unencumbered Property, any negotiations with respect thereto, or any loss of or substantial damage to any portion of the Unencumbered Property, if any of the foregoing could result in a Pool Violation; and (vi) any cancellation, adverse alteration or non-renewal of any insurance coverage required by this Agreement with respect to any Real Estate or other Property, including any Unencumbered Property, unless such insurance can be, and is being, replaced within a reasonable period of time after any such event.
(g) Prompt notification, and in any event within sixty five (605) days after Business Days of the end occurrence, of each Fiscal Year, Borrower shall provide financial projections (including, but not limited to, a capital expenditure budget) for any change in the ensuing fiscal year for Borrower, in form reasonably satisfactory to Administrative AgentXxxxx’x Rating or the S&P Rating. Borrower shall provide updated projections with each Acquisition for which Borrower may request an Advance and shall obtain approval promptly upon the receipt of Lenders for all Permitted Acquisitionsnotice thereof, also notify Administrative Agent of any change in the definition of the term “Funds from Operations” as promulgated by the National Association of Real Estate Investment Trusts.
(fh) As soon From time to time such additional information regarding the financial position or business of Borrower and its Consolidated Subsidiaries as available Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower and in its Consolidated Subsidiaries and information (including current certificates of insurance) concerning the insurance being maintained by Borrower and any event within thirty (30) days after the end of each Fiscal Year, Borrower's operating lease scheduleConsolidated Subsidiary.
(g) As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower in excess of $5,000,000.00 annually.
Appears in 1 contract
Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person Borrower in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized Deloitte & Touche (or its successors) or other independent public accounting firm accountants reasonably acceptable to Administrative Agent, (ii) a copy of the opinion issued by such accounting firm, and (iii) a copy of any management letter issued by such accounting firm.
(b) As soon as available and in any event within forty-five sixty (4560) days after the end of each calendar quarter, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or officer, the chief accounting officer or Treasurer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a7.1(a).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a7.1(a) and (b) and each Request for Advance), a certificate of an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 7.1 8.1 through and including Section 7.7, 8.4 on the date of such financial statements, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect to only to the financial statements delivered pursuant to Sections 6.1(a7.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and its Subsidiaries and results of Borrower's and its Subsidiaries' operations as of the date of the delivery of such financial statements.
(d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC.
(e) As soon Immediately upon the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor is taking or proposes to take with respect thereto.
(f) Within fifteen (15) days after the end of each calendar month, a report in form as available attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require.
(g) Upon Administrative Agent's request from time to time, an Interest Rate Exposure Report and a detailed description of all assets included in any event within Asset Portfolios.
(h) Within sixty (60) days after the end of each Fiscal Yearcalendar quarter, (i) a Residual Interests Report, (ii) beginning on January 1, 1999, an organizational chart showing Borrower and its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall provide financial projections give prompt notice of any material changes in the organization chart delivered on the Closing Date and (includingB) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary), but not limited to(iii) a Permitted Secured Debt and Warehouse Lines Report and Certification, (iv) a capital expenditure budgetPledged Asset Schedule and Certification, (v) for the ensuing fiscal year for Borrower, a report in form reasonably satisfactory to Administrative Agent. Agent detailing any loans which had been sold or securitized by Borrower shall provide updated projections with each Acquisition for or any Subsidiary, but which were repurchased by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower may request or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an Advance aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and shall obtain approval of Lenders for all Permitted Acquisitionsare past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy.
(fi) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor, including, without limitation, the occurrence of any litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any properties of Borrower or any Guarantor are bound, if such default or acceleration might have a material adverse effect upon the financial condition of Borrower or any Guarantor.
(j) As soon as available practicably possible, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, (iii) the occurrence of any event which would cause Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date under any servicing agreement, and (iv) the occurrence of any hyper- amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any event within thirty (30) days after manner different than the end of each Fiscal Year, Borrower's operating lease schedulecash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Line.
(gk) As soon From time to time such additional information regarding the financial position or business of Borrower and/or any of Borrower's Subsidiaries as available and in Administrative Agent, at the request of any event within ninety (90) days after the end Lender, may reasonably request, including, without limitation, financial projections of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or any Guarantor and information concerning the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for insurance being maintained by Borrower in excess of $5,000,000.00 annuallyand Guarantors.
Appears in 1 contract
Samples: Credit Agreement (Amresco Inc)
Information From Borrower. Borrower will shall deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty (120) 90 days after the end of each fiscal year of Borrower's Fiscal Year, (i) a consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and the related consolidated and consolidating statements of income and cash flow for such Fiscal Year)fiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all reported by such Person Borrower in accordance with GAAP and and, with respect to such consolidated financial statements, audited with an unqualified opinion issued by a nationally recognized Arthur Andersen LLP (or its sxxxxxxoxx) xx xther independent public accounting firm accountants reasonably acceptable to Administrative Agent, (ii) a copy of the opinion issued by such accounting firm, and (iii) a copy of any management letter issued by such accounting firm.
(b) As soon as available and in any event within forty-five (45i) 45 days after the end of each calendar quarterof the first three fiscal quarters of each fiscal year of Borrower and (ii) the earlier to occur of (A) the 90th day after the end of the fourth fiscal quarter of each fiscal year of Borrower or (B) the date Borrower publicly releases a report of its results of operations for that fiscal year, a consolidating and consolidated and consolidating balance sheet and related statement consolidated and consolidating statements of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or the chief accounting officer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect present fairly, in all material respects, the consolidated financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereofthe latest balance sheet included therein, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain recurring adjustments and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted omitted, provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred most recently furnished pursuant to in Section SECTION 6.1(a).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections SECTIONS 6.1(a) and (bAND 6.1(b) and each Request for Advance, a compliance certificate of an Authorized Officer of Borrowera Responsible Officer, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections SECTIONS 7.1 through and including Section 7.7, SECTION 7.2 on the date of the latest balance sheet included in such financial statements, (ii) attesting to compliance with the terms of the Loan Documentsand detailing all add-backs and adjustments thereto, and (iiiii) with respect only to the consolidated financial statements delivered pursuant to Sections SECTIONS 6.1(a) and (b)AND 6.1(b) , stating, to the best of such Authorized Responsible Officer's knowledge and belief, whether or not such financial statements fairly reflect present fairly, in all material respects respects, the consolidated financial condition of Borrower and results of Borrower's operations its Subsidiaries as of the date of the delivery latest balance sheet included therein and the consolidated results of such financial statementsoperations of Borrower and its Subsidiaries for the portion of Borrower's fiscal year ended on the date of that balance sheet.
(d) Promptly after the filing thereof with the SEC, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower pursuant to the Exchange Act.
(e) As soon as available Promptly after a Responsible Officer has knowledge that a Default has occurred and in any event within sixty (60) days after the end of each Fiscal Year, Borrower shall provide financial projections (including, but not limited tois continuing, a capital expenditure budget) for certificate of a Responsible Officer setting forth the ensuing fiscal year for Borrower, in form reasonably satisfactory to Administrative Agent. Borrower shall provide updated projections with each Acquisition for details thereof and the action which Borrower may request an Advance and shall obtain approval or any applicable Subsidiary of Lenders for all Permitted AcquisitionsBorrower is taking or proposes to take with respect thereto.
(f) As soon as available and Promptly after a Responsible Officer of Borrower or any Subsidiary has knowledge of (i) the occurrence of any Material Adverse Change, (ii) the commencement of any litigation against Borrower or any of its Subsidiaries which involves an uninsured claim in excess of $250,000.00, (iii) the occurrence of any event within thirty acceleration (30other than by the obligor) days after of the end maturity of any Debt in excess of $500,000.00 owing by Borrower or any Subsidiary of Borrower, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Subsidiary of Borrower is a party or by which Borrower or any Subsidiary of Borrower or any properties of Borrower or any Subsidiary of Borrower are bound, if such acceleration or default could reasonably be expected to have a Material Adverse Effect, or (iv) any labor dispute to which Borrower or any of its Subsidiaries becomes a party, any strikes, or walkouts relating to any of its plants or other facilities or the expiration of any collective bargaining agreement to which any of them is a party or by which any of them is bound, in each Fiscal Yearcase if such dispute, Borrower's operating lease schedulestrike, walkout or expiration could reasonably be expected to have a Material Adverse Effect, a certificate from such Responsible Officer setting forth the details thereof.
(g) As soon From time to time such additional information regarding the financial position or business of Borrower and its Subsidiaries, as available any Lender (acting through Agent) may reasonably request, including, without limitation, financial projections of Borrower and in any event within ninety (90) days after its Subsidiaries and information concerning the end of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving insurance being maintained by Borrower or the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower in excess of $5,000,000.00 annuallyand its Subsidiaries.
Appears in 1 contract
Samples: Revolving Loan Agreement (American Residential Services Inc)
Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders:
(a) As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each Fiscal Year of Borrower's Fiscal Year, (i) consolidated and consolidating financial statements of Borrower (such financial statements shall include, without limitation, a consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year), setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by such Person Borrower in accordance with GAAP and audited with an unqualified opinion issued by a nationally recognized Deloitte & Touche, L.L.P. (or its successors) or other independent public accounting firm accountants reasonably acceptable to Administrative Agent, Agent (iithe financial statements required by this clause (a) a copy of may be included in the opinion issued by such accounting firm, and reports delivered pursuant to clause (iiid) a copy of any management letter issued by such accounting firmbelow).
(b) As soon as available and in any event within forty-five (45) days after the end of each calendar fiscal quarter, a consolidated cash flow statement and consolidating a consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer or officer, the chief accounting officer or Treasurer of such Person Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of such Person Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustmentsadjustments (the financial statements required by this clause (b) may be included in the reports delivered pursuant to clause (d) below). Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a7.1(a).
(c) As soon as available and in any event within thirty (30) days after the end of each calendar month, a consolidated balance sheet and related statement of income of Borrower as of the end of such month, certified by the chief financial officer or chief accounting officer of such Person. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 6.1(a).
(d) Simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a7.1(a) and (b) and each Request for Advance), a certificate of Compliance Certificate executed by an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth forth, among other things, in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 7.1 through Article 5 and including Section 7.7, Article 8 on the date of such financial statements, and (ii) attesting to compliance with the terms of the Loan Documents, and (iii) with respect only to the financial statements delivered pursuant to Sections 6.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect in all material respects the financial condition of Borrower and its Consolidated Subsidiaries and results of Borrower's and its Consolidated Subsidiaries' operations as of the date of the delivery of such financial statements.
(d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC.
(e) As soon as available Immediately upon obtaining knowledge of the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary is taking or proposes to take with respect thereto.
(f) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor Subsidiary, including without limitation the occurrence of any Litigation which could reasonably be expected to have a Material Adverse Effect; (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor Subsidiary, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary is a party or by which Borrower or any Guarantor Subsidiary or any properties of Borrower or any Guarantor Subsidiary are bound, if such default or acceleration might have a Material Adverse Effect; (iii) the existence of any Default or Event of Default; (iv) any material default by Borrower or any of its Consolidated Subsidiaries under any Legal Requirement, or any default by Borrower or any of its Consolidated Subsidiaries in the performance of any obligation which constitutes a Material Adverse Effect; (v) any actual or threatened (but only if such threat is communicated to Borrower in writing) condemnation or other taking of any material portion of any Unencumbered Property, any negotiations with respect thereto, or any loss of or substantial damage to any portion of the Unencumbered Property, if any of the foregoing could result in a Pool Violation; and (vi) any cancellation, adverse alteration or non-renewal of any insurance coverage required by this Agreement with respect to any Real Estate or other Property, including any Unencumbered Property, unless such insurance can be, and is being, replaced within a reasonable period of time after any such event.
(g) Prompt notification, and in any event within sixty five (605) days after Business Days of the end occurrence, of each Fiscal Year, Borrower shall provide financial projections (including, but not limited to, a capital expenditure budget) for any change in the ensuing fiscal year for Borrower, in form reasonably satisfactory to Administrative AgentXxxxx'x Rating or the S&P Rating. Borrower shall provide updated projections with each Acquisition for which Borrower may request an Advance and shall obtain approval promptly upon the receipt of Lenders for all Permitted Acquisitionsnotice thereof, also notify Administrative Agent of any change in the definition of the term "Funds from Operations" as promulgated by the National Association of Real Estate Investment Trusts.
(fh) As soon From time to time such additional information regarding the financial position or business of Borrower and its Consolidated Subsidiaries as available Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower and in its Consolidated Subsidiaries and information (including current certificates of insurance) concerning the insurance being maintained by Borrower and any event within thirty (30) days after the end of each Fiscal Year, Borrower's operating lease scheduleConsolidated Subsidiary.
(g) As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, copies of all existing significant dental health maintenance organization contracts involving Borrower or the Providers with quarterly updates for new contracts and/or changes to existing contracts to be delivered within sixty (60) days following the execution of such new contract or change to existing contract. For purposes of this provision, a dental health maintenance organization contract shall be significant if such contract generates revenues for Borrower in excess of $5,000,000.00 annually.
Appears in 1 contract
