not been
irrevocably terminated:
(A)
FINANCIAL STATEMENTS.
BORROWER SHALL
DELIVER OR CAUSE TO BE DELIVERED TO LENDER:
(I)
COMMENCING WITH THE 2007 FISCAL YEAR FOR
BORROWER, AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN NINETY (90)
DAYS AFTER THE END OF EACH APPLICABLE FISCAL YEAR OF BORROWER, THE CONSOLIDATED
BALANCE SHEET OF BORROWER, AS AT THE END OF SUCH YEAR, AND THE RELATED
CONSOLIDATED AND CONSOLIDATING STATEMENT OF INCOME AND STATEMENT OF CASH FLOW,
SETTING FORTH IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR (IF
APPLICABLE) AND ALL SUCH CONSOLIDATED AND CONSOLIDATING STATEMENTS TO BE IN
REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH GAAP, TOGETHER WITH THE REPORT OF
BORROWER'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT REASONABLY ACCEPTABLE TO
LENDER;
16
(II)
AS SOON AS PRACTICABLE AND TO THE EXTENT
POSSIBLE WITHIN THIRTY (30) DAYS AFTER THE END OF EACH MONTH, COPIES OF
BORROWER'S INTERNALLY PREPARED CONSOLIDATED BALANCE SHEET, EACH AS AT THE END OF
SUCH MONTH, AND THE RELATED CONSOLIDATED STATEMENT OF INCOME AND STATEMENT OF
CASH FLOW FOR SUCH MONTH, ALL IN REASONABLE DETAIL AND PREPARED IN ACCORDANCE
WITH GAAP WITH THE EXCEPTION OF NOTES TO THE FINANCIAL STATEMENTS, TOGETHER WITH
A CERTIFICATION BY THE CHIEF FINANCIAL OFFICER OF BORROWER (IN HIS OF HER
CAPACITY AS AN OFFICER OF BORROWER AND WITHOUT PERSONAL LIABILITY) THAT THE
INFORMATION CONTAINED IN SUCH FINANCIAL STATEMENTS FAIRLY PRESENTS IN ALL
MATERIAL RESPECTS BORROWER'S FINANCIAL POSITION ON THE DATE THEREOF (SUBJECT TO
YEAR END ADJUSTMENTS); AND
(III)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT
LATER THAN SIXTY (60) DAYS AFTER THE DATE HEREOF, OF A BUSINESS PLAN FOR SUCH
FUTURE PERIODS, AND INCLUDING SUCH ITEMS, AS IS REQUESTED BY LENDER, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER; AND
(IV)
ALL OTHER INFORMATION REASONABLY REQUESTED BY
LENDER.
(B)
EXISTENCE.
BORROWER WILL DO OR CAUSE TO BE
DONE ALL THINGS NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS
CORPORATE EXISTENCE.
(C)
COMPLIANCE WITH LAWS; APPROVALS AND
AUTHORITY.
EXCEPT AS IS NOT REASONABLY LIKELY, INDIVIDUALLY OR IN THE
AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT, BORROWER WILL COMPLY WITH THE
APPLICABLE LAWS AND REGULATIONS WHEREVER ITS BUSINESS IS CONDUCTED INCLUDING,
WITHOUT LIMITATION, ERISA AND ALL ENVIRONMENTAL LAWS, AND ALL ORDERS OF ANY
TRIBUNAL UNDER ANY SUCH LEGISLATION THAT APPLIES TO THE CONDUCT OF OPERATING AND
ADMINISTERING ITS BUSINESS.
(D)
ERISA COMPLIANCE.
UPON REASONABLE REQUEST
OF LENDER, BORROWER WILL (I) PROMPTLY UPON ITS FILING THE SAME, OR AS SOON AS
POSSIBLE AFTER NOTIFICATION TO BORROWER OF THE FILING BY ANOTHER PERSON OF THE
SAME, WITH THE DEPARTMENT OF LABOR OR INTERNAL REVENUE SERVICE, FURNISH TO
LENDER COPIES OF THE MOST RECENT ACTUARIAL STATEMENT, IF ANY, REQUIRED TO BE
SUBMITTED UNDER §103(D) OF ERISA AND ANNUAL REPORT - FORM 5500, WITH ALL
REQUIRED ATTACHMENTS, IN RESPECT OF EACH GUARANTEED PENSION PLAN, AND (II)
PROMPTLY UPON RECEIPT OR DISPATCH BY BORROWER, OR AS SOON AS POSSIBLE AFTER
NOTIFICATION TO BORROWER OF RECEIPT OR DISPATCH BY ANOTHER PERSON, FURNISH TO
LENDER