GUARANTOR AS TO SUCH MATTERS AS THE BANK
MAY REASONABLY REQUEST;
(XXIII)
ANY AMENDMENTS AND/OR CONSENTS REQUIRED TO THE
DOMESTIC LOAN DOCUMENTS AND THE TRAVELERS AGREEMENT (AS DEFINED IN THE DOMESTIC
CREDIT AGREEMENT) TO ALLOW THE LIENS GRANTED PURSUANT TO THE INTERNATIONAL
SECURITY DOCUMENTS;
(XXIV)
A CONFIRMATION OF THE PLEDGE OF EACH GUARANTOR'S
EQUITY INTERESTS IN THE DURRAT JOINT VENTURE, EXECUTED BY EACH OTHER MEMBER OF
THE DURRAT JOINT VENTURE; AND
(XXV)
ANY FURTHER DOCUMENTATION OR EVIDENCE THAT THE BANK
OR EX-IM BANK MAY REQUIRE.
In addition, as of the Initial Date, all legal matters incident to the
transactions herein contemplated shall be reasonably satisfactory to the Bank.
7.6
EX-IM BANK ACKNOWLEDGMENT, ETC.
ON OR
BEFORE THE INITIAL DATE, EX-IM BANK SHALL HAVE RECEIVED FROM THE BANK COPIES OF
ALL DOCUMENTS REQUIRED PURSUANT TO THE EX-IM BANK GUARANTY AND THE FAST TRACK
AGREEMENT.
THE BANK SHALL HAVE RECEIVED FROM EX-IM BANK A LOAN AUTHORIZATION
AGREEMENT EXECUTED BY EX-IM BANK, TOGETHER WITH ALL OTHER ITEMS REFERRED TO IN
PARAGRAPH 3 OF THE FAST TRACK AGREEMENT.
7.7
POST-CLOSING LIEN SEARCH.
AFTER THE CLOSING
DATE, THE BANK SHALL HAVE RECEIVED THE RESULTS OF ALL POST-CLOSING LIEN SEARCHES
CONFIRMING THAT THE BANK HAS OBTAINED A PERFECTED SECURITY INTEREST IN THE
COLLATERAL OF THE PRIORITY REQUIRED BY SECTION 9.1.
ARTICLE VIII.
AFFIRMATIVE COVENANTS.
The Borrower covenants and agrees that, so long as the Borrower requests
issuance of Letters of Credit hereunder and until payment in full of all
Obligations, the expiry of all Letters of Credit and the termination of this
Agreement, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 8.1 and 8.5) cause each Subsidiary to:
8.1
FINANCIAL STATEMENTS AND INFORMATION.
DELIVER TO THE BANK:
(A)
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL
YEAR OF THE BORROWER, THE ANNUAL AUDITED FINANCIAL STATEMENTS OF THE BORROWER
AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR;
(B)
WITHIN 75 DAYS AFTER THE FIRST CALENDAR DAY
OF EACH FISCAL YEAR, A BUDGET FOR SUCH FISCAL YEAR, WHICH BUDGET SHALL BE
PREPARED ON A FISCAL QUARTER BASIS AND SHALL CONTAIN A PROJECTED, CONSOLIDATED
BALANCE SHEET, CONSOLIDATED STATEMENT OF EARNINGS (BROKEN OUT IN REASONABLE
DETAIL BY BUSINESS SEGMENT) AND A CONSOLIDATED STATEMENT OF CASH FLOW OF THE
BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR.
IT IS UNDERSTOOD THAT
18
(I) ANY PROJECTIONS OR BUDGET FURNISHED TO THE BANK ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, WHICH ARE BEYOND THE CONTROL OF THE BORROWER
AND ITS SUBSIDIARIES, (II) NO ASSURANCE IS GIVEN BY THE BORROWER AND ITS
SUBSIDIARIES THAT SUCH PROJECTIONS WILL BE REALIZED, AND (III) THE ACTUAL
RESULTS MAY DIFFER FROM SUCH PROJECTIONS AND SUCH DIFFERENCES MAY BE MATERIAL;
(C)
WITHIN 45 DAYS AFTER THE FIRST THREE FISCAL
QUARTERS OF EACH FISCAL YEAR, THE QUARTERLY UNAUDITED FINANCIAL STATEMENTS OF
THE BORROWER AND ITS SUBSIDIARIES;
(D)
A WEEKLY INTERNATIONAL BORROWING BASE
CERTIFICATE AS REQUIRED BY SECTION 2.2(A);
(E)
THE NOTICES AND INFORMATION REQUIRED TO BE
DELIVERED BY SECTION 6.1(F) (OR