PORTION OF THE FISCAL YEAR THEN ENDED AND FOR
THE FISCAL QUARTER THEN ENDED (ALL IN REASONABLE DETAIL), PREPARED IN ACCORDANCE
WITH GAAP (SUBJECT TO NORMAL YEAR-END ADJUSTMENTS), AND CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OF COURIER; AND CONCURRENTLY WITH SUCH FINANCIAL STATEMENTS, A
CONSOLIDATING REPORT OF THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES FOR THE
FISCAL QUARTER THEN ENDED, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF COURIER;
(III)
PROMPTLY AS THEY BECOME AVAILABLE, COPIES OF ALL SUCH FINANCIAL
STATEMENTS, PROXY MATERIAL AND REPORTS AS COURIER SHALL SEND TO OR MAKE
GENERALLY AVAILABLE TO STOCKHOLDERS AND OF ALL REGULAR AND PERIODIC REPORTS
FILED BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES WITH ANY SECURITIES EXCHANGE OR
WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY GOVERNMENTAL AUTHORITY
SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID COMMISSION;
46
(IV)
FROM TIME TO TIME, SUCH OTHER FINANCIAL DATA AND INFORMATION ABOUT
ANY BORROWER AND ANY SUBSIDIARY OF ANY BORROWER AS THE AGENT OR ANY BANK MAY
REASONABLY REQUEST;
(V)
CONCURRENTLY WITH EACH DELIVERY OF FINANCIAL STATEMENTS PURSUANT
TO CLAUSE (I) AND CLAUSE (II) OF THIS SECTION 5.1, A REPORT IN SUBSTANTIALLY THE
FORM OF EXHIBIT D HERETO SIGNED BY THE CHIEF FINANCIAL OFFICER OF COURIER; AND
(VI)
AS SOON AS AVAILABLE TO THE BORROWERS FOLLOWING THE APPROVAL
THEREOF BY ITS BOARD OF DIRECTORS, BUT IN ANY EVENT PRIOR TO DECEMBER 1 OF EACH
FISCAL YEAR, PRO FORMA CONSOLIDATED PROJECTIONS FOR THE BORROWERS AND THEIR
RESPECTIVE SUBSIDIARIES FOR SUCH FISCAL YEAR, INCLUDING PROJECTED BALANCE
SHEETS, INCOME STATEMENTS, CASH FLOW STATEMENTS AND SUCH OTHER STATEMENTS AS THE
AGENT OR ANY BANK MAY REASONABLY REQUEST AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND THE BANKS, ALL PREPARED ON A BASIS CONSISTENT WITH
THE FINANCIAL STATEMENTS REQUIRED BY CLAUSE (I) OF THIS SECTION 5.1.
For purposes of this Section 5.1, each Borrower hereby acknowledges and agrees
that each certificate signed by the chief financial officer of Courier pursuant
to this Section 5.1 shall have the same effect as if signed by each individual
Borrower.
5.2
CONDUCT OF BUSINESS.
EACH OF THE BORROWERS WILL AND WILL CAUSE
EACH OF ITS RESPECTIVE SUBSIDIARIES TO:
(I)
DULY OBSERVE AND COMPLY WITH ALL APPLICABLE LAWS AND ALL
REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITIES RELATIVE TO ITS CORPORATE
EXISTENCE, RIGHTS AND FRANCHISES, TO THE CONDUCT OF ITS BUSINESS AND TO ITS
PROPERTY AND ASSETS (EXCEPT WHERE THE FAILURE TO OBSERVE AND COMPLY WOULD NOT
MATERIALLY AND ADVERSELY AFFECT THE CONDITION (FINANCIAL OR OTHERWISE),
PROPERTIES, BUSINESS OR RESULTS OF OPERATIONS OF THE BORROWERS AND THEIR
RESPECTIVE SUBSIDIARIES TAKEN AS A WHOLE OR THE ABILITY OF THE BORROWERS TO
PERFORM THEIR RESPECTIVE OBLIGATIONS TO THE AGENT AND THE BANKS), AND SHALL
MAINTAIN AND KEEP IN FULL FORCE AND EFFECT ALL LICENSES AND PERMITS NECESSARY IN
ANY MATERIAL RESPECT TO THE PROPER CONDUCT OF ITS BUSINESS; AND
(II)
MAINTAIN ITS CORPORATE EXISTENCE, EXCEPT AS PERMITTED BY
SECTION 5.8 HEREOF, AND REMAIN OR ENGAGE IN SUBSTANTIALLY THE SAME BUSINESS AS
THAT IN