THE FIRST
THREE QUARTERLY ACCOUNTING PERIODS IN EACH FISCAL YEAR OF THE BORROWER, THE
UNAUDITED CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH QUARTERLY PERIOD AND THE RELATED
UNAUDITED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME AND OF CASH FLOWS
FOR SUCH QUARTERLY PERIOD AND/OR FOR THE FISCAL YEAR TO DATE, AND SETTING FORTH,
IN THE CASE OF SUCH UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH
FLOWS, COMPARATIVE FIGURES FOR THE RELATED PERIODS IN THE PRIOR FISCAL YEAR, AND
THAT SHALL BE CERTIFIED ON BEHALF OF THE BORROWER BY THE CHIEF FINANCIAL OFFICER
OR OTHER AUTHORIZED OFFICER, SUBJECT TO CHANGES RESULTING FROM NORMAL YEAR-END
AUDIT ADJUSTMENTS.
(C)
OFFICER'S COMPLIANCE CERTIFICATES.
AT THE
TIME OF THE DELIVERY OF THE FINANCIAL STATEMENTS PROVIDED FOR IN
SECTIONS 7.1(A) AND (B), A COMPLIANCE CERTIFICATE SIGNED BY AN AUTHORIZED
OFFICER, WHICH SHALL INCLUDE CALCULATIONS OF THE FINANCIAL COVENANTS SET FORTH
IN SECTION 8.5.
(D)
NOTICE OF DEFAULT, LITIGATION OR MATERIAL
ADVERSE EFFECT.
PROMPTLY, AND IN ANY EVENT WITHIN THREE BUSINESS DAYS, IN THE
CASE OF CLAUSE (I) BELOW, OR FIVE BUSINESS DAYS, AFTER THE BORROWER OR ANY OF
ITS SUBSIDIARIES OBTAINS KNOWLEDGE THEREOF, NOTICE OF (I) THE OCCURRENCE OF ANY
EVENT THAT CONSTITUTES A DEFAULT OR EVENT OF DEFAULT, WHICH NOTICE SHALL SPECIFY
THE NATURE THEREOF, THE PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWER
HAS TAKEN OR PROPOSES TO TAKE WITH RESPECT THERETO, AND (II) THE COMMENCEMENT
OF, OR ANY OTHER MATERIAL DEVELOPMENT CONCERNING, ANY LITIGATION, GOVERNMENTAL
OR REGULATORY PROCEEDING PENDING AGAINST THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR ANY OTHER EVENT THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(E)
ERISA.
AS SOON AS POSSIBLE AND IN ANY
EVENT WITHIN TEN DAYS AFTER THE BORROWER KNOWS THAT ANY REPORTABLE EVENT HAS
OCCURRED WITH RESPECT TO ANY PLAN, A STATEMENT, SIGNED BY AN AUTHORIZED OFFICER,
DESCRIBING SUCH REPORTABLE EVENT AND THE ACTION THAT THE BORROWER PROPOSES TO
TAKE WITH RESPECT THERETO.
(F)
SINGLE EMPLOYER PLANS. WITHIN 270 DAYS
AFTER THE CLOSE OF EACH FISCAL YEAR OF THE BORROWER, THE BORROWER WILL DELIVER
TO EACH OF THE LENDERS A STATEMENT OF THE UNFUNDED LIABILITIES, CERTIFIED AS
CORRECT BY AN ACTUARY ENROLLED UNDER ERISA.
(G)
ENVIRONMENTAL NOTICES.
PROMPTLY, AND IN ANY
EVENT WITHIN 10 DAYS AFTER RECEIPT THEREOF BY THE BORROWER OR ANY SUBSIDIARY OF
THE BORROWER, A COPY OF (A) ANY NOTICE OR CLAIM TO THE EFFECT THAT THE BORROWER
OR ANY OF ITS SUBSIDIARIES IS OR MAY BE LIABLE TO ANY PERSON AS A RESULT OF THE
RELEASE BY THE BORROWER, ANY OF ITS SUBSIDIARIES, OR ANY OTHER PERSON OF ANY
HAZARDOUS MATERIALS INTO THE ENVIRONMENT, AND (B) ANY NOTICE ALLEGING ANY
VIOLATION OF ANY ENVIRONMENTAL LAW BY THE BORROWER OR ANY OF ITS SUBSIDIARIES,
WHICH IN THE CASE OF EITHER (A) OR (B) ABOVE COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE AFFECT.
(H)
ANNUAL AND QUARTERLY REPORTS, PROXY
STATEMENTS AND OTHER REPORTS DELIVERED TO STOCKHOLDERS