FOR THE SELLER AND THE CONSOLIDATED
SUBSIDIARIES OF SELLER FOR SUCH PERIOD AND THE PORTION OF THE FISCAL YEAR
THROUGH THE END OF SUCH PERIOD, ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE SELLER, WHICH CERTIFICATE SHALL STATE THAT SAID CONSOLIDATED
FINANCIAL STATEMENTS FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE SELLER AND THE SUBSIDIARIES OF THE SELLER IN
ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED, AS AT THE END OF, AND FOR, SUCH
PERIOD (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS);
(III)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF
EACH FISCAL YEAR OF THE SELLER, THE CONSOLIDATED BALANCE SHEETS OF THE SELLER
AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF CASH
FLOWS FOR THE SELLER AND ITS
38
CONSOLIDATED SUBSIDIARIES FOR SUCH YEAR, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR, ACCOMPANIED BY AN OPINION
THEREON OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL
STANDING, WHICH OPINION SHALL NOT BE QUALIFIED AS TO SCOPE OF AUDIT OR GOING
CONCERN AND SHALL STATE THAT SAID CONSOLIDATED FINANCIAL STATEMENTS FAIRLY
PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
SELLER AND ITS CONSOLIDATED SUBSIDIARIES AT THE END OF, AND FOR, SUCH FISCAL
YEAR IN ACCORDANCE WITH GAAP, AND A CERTIFICATE OF SUCH ACCOUNTANTS STATING
THAT, IN MAKING THE EXAMINATION NECESSARY FOR THEIR OPINION, THEY OBTAINED NO
KNOWLEDGE, EXCEPT AS SPECIFICALLY STATED, OF ANY DEFAULT OR EVENT OF DEFAULT;
(IV)
FROM TIME TO TIME SUCH OTHER INFORMATION REGARDING THE FINANCIAL
CONDITION, OPERATIONS, OR BUSINESS OF THE SELLER AS THE BUYER MAY REASONABLY
REQUEST; AND
(V)
AS SOON AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN THIRTY (30)
DAYS AFTER A RESPONSIBLE OFFICER KNOWS, OR WITH RESPECT TO ANY PLAN OR
MULTIEMPLOYER PLAN TO WHICH THE SELLER, OR ANY SUBSIDIARIES OF THE SELLER MAKES
DIRECT CONTRIBUTIONS, HAS REASON TO BELIEVE, THAT ANY OF THE EVENTS OR
CONDITIONS SPECIFIED BELOW WITH RESPECT TO ANY PLAN OR MULTIEMPLOYER PLAN HAS
OCCURRED OR EXISTS, A STATEMENT SIGNED BY A SENIOR FINANCIAL OFFICER OF THE
SELLER SETTING FORTH DETAILS RESPECTING SUCH EVENT OR CONDITION AND THE ACTION,
IF ANY, THAT THE SELLER OR ITS ERISA AFFILIATE PROPOSES TO TAKE WITH RESPECT
THERETO (AND A COPY OF ANY REPORT OR NOTICE REQUIRED TO BE FILED WITH OR GIVEN
TO PBGC BY THE SELLER OR AN ERISA AFFILIATE WITH RESPECT TO SUCH EVENT OR
CONDITION):
A.
ANY REPORTABLE EVENT, AS DEFINED IN SECTION 4043(B) OF ERISA AND
THE REGULATIONS ISSUED THEREUNDER, WITH RESPECT TO A PLAN, AS TO WHICH PBGC HAS
NOT BY REGULATION OR OTHERWISE WAIVED THE REQUIREMENT OF SECTION 4043(A) OF
ERISA THAT IT BE NOTIFIED WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF SUCH
EVENT (PROVIDED THAT A FAILURE TO MEET THE MINIMUM FUNDING STANDARD OF SECTION
412 OF THE CODE OR SECTION 302 OF ERISA, INCLUDING, WITHOUT LIMITATION, THE