THAT IT WOULD NOT REASONABLY BE
33
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH BORROWER, NEITHER SUCH
BORROWER NOR ANY ERISA AFFILIATE IS REQUIRED TO PROVIDE SECURITY TO A PLAN UNDER
SECTION 401(A)(29) OF THE CODE.
EACH PLAN (OTHER THAN ANY MULTIEMPLOYER PLAN)
COMPLIES IN FORM AND OPERATION WITH THE APPLICABLE PROVISIONS OF ERISA AND THE
CODE, EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(J)
SUCH BORROWER IS NOT AN "INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY
AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED. OTHER THAN THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS
AMENDED, SUCH BORROWER IS NOT SUBJECT TO REGULATION UNDER ANY FEDERAL OR STATE
STATUTE OR REGULATION WHICH LIMITS ITS ABILITY TO INCUR INDEBTEDNESS.
(K)
EXCEPT AS DISCLOSED IN ANY DISCLOSURE DOCUMENT, SUCH BORROWER HAS COMPLIED
WITH ALL ENVIRONMENTAL LAWS AND HAS OBTAINED, MAINTAINED AND COMPLIED WITH ALL
PERMITS, LICENSES AND OTHER APPROVALS REQUIRED UNDER ANY ENVIRONMENTAL LAW
EXCEPT TO THE EXTENT THAT THE FAILURE TO DO SO WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH BORROWER.
ARTICLE VI
COVENANTS OF THE BORROWERS
SECTION 6.1.
GENERAL AFFIRMATIVE COVENANTS OF THE BORROWERS.
So long as this Agreement shall remain in effect, any Advance or any other
amount due hereunder shall remain unpaid, any Letter of Credit shall remain
outstanding or any Lender shall have any Commitment hereunder, each Borrower,
severally but not jointly, hereby agrees that it will, and (except in the case
of delivery of financial information, reports and notices) will cause each of
its Subsidiaries to, unless the Required Lenders shall otherwise consent in
writing:
(A)
REPORTING REQUIREMENTS. FURNISH TO EACH LENDER (IT BEING UNDERSTOOD THAT TO
THE EXTENT THAT SUCH BORROWER'S REPORTS ON FORM 10-Q OR FORM 10-K SET FORTH THE
INFORMATION CALLED FOR IN SUBSECTION (I) OR (II), RESPECTIVELY, THE DELIVERY OF
SUCH REPORTS SHALL BE DEEMED TO SATISFY THE REQUIREMENTS OF SUCH SUBSECTIONS):
(I)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN 75 DAYS AFTER THE END OF EACH OF THE FIRST THREE QUARTERS OF EACH FISCAL
YEAR OF SUCH BORROWER, THE CONSOLIDATED BALANCE SHEETS OF SUCH BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES, IN EACH CASE AS OF THE END OF SUCH QUARTER, AND THE
RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND CHANGES IN CASH FLOWS
FOR SUCH PORTION OF THE FISCAL YEAR THROUGH THE END OF SUCH QUARTER, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR (EXCEPT
THAT, IN THE CASE OF THE UNAUDITED CONSOLIDATED BALANCE SHEETS, COMPARISON IS
BETWEEN THE FIGURES AS OF THE FISCAL QUARTER THEN ENDED VERSUS THE FIGURES AS OF
THE IMMEDIATELY PRECEDING FISCAL YEAR-END), CERTIFIED BY A RESPONSIBLE OFFICER
OF SUCH BORROWER AS HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENT WITH
THOSE APPLIED IN THE PREPARATION OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 5.1(D);
(II)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN 120 DAYS