AND AS OF THE DATE OF SUCH BORROWING (EXCEPT TO THE EXTENT THAT
ANY SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO A SPECIFIED EARLIER
DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL BE TRUE AND CORRECT AS
OF SUCH EARLIER DATE).
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING
EFFECT TO SUCH BORROWING NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
PROVIDED THAT A DEFAULT UNDER SECTION 7(D) (IN RESPECT OF A FAILURE TO COMPLY
WITH SECTION 5.01(F)) AND UNDER SECTION 7(P) SHALL NOT APPLY TO ANY PRE-FUNDED
COMMERCIAL PAPER LOANS THE PROCEEDS OF WHICH ARE USED TO REPAY PRE-FUNDED
COMMERCIAL PAPER ISSUED PRIOR TO THE OCCURRENCE OF SUCH DEFAULT.
Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that:
SECTION 5.01.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER:
(A)
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL
YEAR OF THE BORROWER, ITS AUDITED CONSOLIDATED BALANCE SHEET, RELATED PROFIT AND
LOSS AND RECONCILIATION OF SURPLUS STATEMENTS, AND A STATEMENT OF CASH FLOWS AS
OF THE END OF AND FOR SUCH YEAR, SETTING FORTH IN EACH CASE THE FIGURES FOR THE
PREVIOUS FISCAL YEAR, ALL REPORTED ON BY ERNST & YOUNG LLP OR OTHER INDEPENDENT
PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING (WITHOUT A "GOING CONCERN" OR
LIKE QUALIFICATION OR EXCEPTION AND WITHOUT ANY QUALIFICATION OR EXCEPTION AS TO
THE SCOPE OF SUCH AUDIT);
(B)
WITHIN 45 DAYS AFTER THE END OF EACH OF THE
FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF THE BORROWER, AN UNAUDITED
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED PROFIT AND LOSS
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AND RECONCILIATION OF SURPLUS STATEMENTS AND A STATEMENT OF CASH FLOWS AS OF THE
END OF AND FOR SUCH FISCAL QUARTER AND THE THEN ELAPSED PORTION OF THE FISCAL
YEAR, SETTING FORTH IN EACH CASE THE FIGURES FOR THE CORRESPONDING PERIOD OR
PERIODS OF (OR, IN THE CASE OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS
FISCAL YEAR, ALL CERTIFIED BY ONE OF ITS FINANCIAL OFFICERS AS PRESENTING FAIRLY
IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED BASIS IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
STATEMENTS UNDER CLAUSE (A) OR (B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER
OF THE BORROWER (I) CERTIFYING AS TO WHETHER A DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND, IF A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, SPECIFYING THE
DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN