AS OF THE END OF SUCH YEAR AND CONSOLIDATED AND CONSOLIDATING
STATEMENTS OF INCOME OF BORROWER, THE BANK, AND EACH OTHER SUBSIDIARY FOR THE
YEAR THEN ENDED, TOGETHER WITH THE AUDIT REPORT AND OPINION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS ACCEPTABLE TO THE LENDER WITH RESPECT THERETO, SUCH
AUDIT REPORT AND OPINION SHALL CONTAIN NO "GOING CONCERN" OR SIMILAR EXCEPTIONS
OR QUALIFICATIONS OR ANY QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH
AUDIT UNACCEPTABLE TO LENDER; (2) PROMPTLY UPON RECEIPT, COPIES OF ALL
MANAGEMENT LETTERS AND OTHER WRITTEN ASSESSMENTS AND RECOMMENDATIONS, FORMAL OR
INFORMAL, SUBMITTED BY THE CERTIFIED PUBLIC ACCOUNTANTS TO BORROWER OR EACH
SUBSIDIARY; (3) A COPY OF BORROWER'S FR Y-9 PARENT COMPANY ONLY (AND
CONSOLIDATED, IF APPLICABLE) FINANCIAL STATEMENT(S) AND (4) A COPY OF BORROWER'S
F.R. Y-6 ANNUAL REPORT PROMPTLY UPON THE FILING OF THE SAME WITH THE FEDERAL
RESERVE BOARD; AND (5) A COPY OF THE BANK'S CALL REPORT PROMPTLY UPON THE FILING
WITH THE APPROPRIATE REGULATORY AGENCY.
(B)
UPON SENIOR MANAGEMENT OF THE BORROWER OBTAINING KNOWLEDGE THEREOF,
THE BORROWER WILL GIVE WRITTEN NOTICE TO THE LENDER PROMPTLY (AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS), OF:
(1) ANY EVENT OR CONDITION, INCLUDING, BUT
NOT LIMITED TO, ANY REPORTABLE EVENT, THAT CONSTITUTES, OR MIGHT REASONABLY LEAD
TO, AN ERISA EVENT; (2) WITH RESPECT TO ANY MULTIEMPLOYER PLAN, THE RECEIPT OF
NOTICE AS PRESCRIBED IN ERISA OR OTHERWISE OF ANY WITHDRAWAL LIABILITY ASSESSED
AGAINST THE BORROWER OR ANY OF ITS ERISA AFFILIATES, OR OF A DETERMINATION THAT
ANY MULTIEMPLOYER PLAN IS IN REORGANIZATION OR INSOLVENT (BOTH WITHIN THE MEAN
OF TITLE IV OF ERISA); (3) THE FAILURE TO MAKE FULL PAYMENT ON OR BEFORE THE DUE
DATE (INCLUDING EXTENSIONS) THEREOF OF ALL AMOUNTS WHICH THE BORROWER, THE BANK,
OR ANY OTHER SUBSIDIARY OR ANY ERISA AFFILIATE IS REQUIRED TO CONTRIBUTE TO EACH
PLAN PURSUANT TO ITS TERMS AND AS REQUIRED TO MEET THE MINIMUM FUNDING STANDARD
SET FORTH IN ERISA AND THE CODE WITH RESPECT THERETO; OR (4) ANY CHANGE IN THE
FUNDING STATUS OF ANY PLAN THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, TOGETHER WITH A DESCRIPTION OF ANY SUCH EVENT OR CONDITION OR A
COPY OF ANY SUCH NOTICE AND A STATEMENT BY THE CHIEF FINANCIAL OFFICER OF THE
BORROWER BRIEFLY SETTING FORTH THE DETAILS REGARDING SUCH EVENT, CONDITION, OR
NOTICE, AND THE ACTION, IF ANY, WHICH HAS BEEN OR IS BEING TAKEN OR IS PROPOSED
TO BE TAKEN BY THE BORROWER WITH RESPECT THERETO.
PROMPTLY UPON REQUEST, THE
BORROWER SHALL FURNISH THE LENDER AND THE LENDERS WITH SUCH ADDITIONAL
INFORMATION CONCERNING ANY PLAN AS MAY BE REASONABLY REQUESTED, INCLUDING, BUT
NOT LIMITED TO, COPIES OF EACH ANNUAL REPORT/RETURN (FORM 5500 SERIES), AS WELL
AS ALL SCHEDULES AND ATTACHMENTS THERETO REQUIRED TO BE FILED WITH THE
DEPARTMENT OF LABOR AND/OR THE INTERNAL REVENUE SERVICE PURSUANT TO ERISA AND
THE CODE, RESPECTIVELY, FOR EACH "PLAN YEAR" (WITHIN THE MEANING OF SECTION
3(39) OF ERISA).
(C)
PROMPTLY UPON THE TRANSMISSION THEREOF, COPIES