DEPARTMENT OF THE TREASURY,
AND/OR ANY OTHER SIMILAR LISTS MAINTAINED BY OFAC PURSUANT TO ANY AUTHORIZING
STATUTE, EXECUTIVE ORDER OR REGULATION, OR (B) A PERSON DESIGNATED UNDER
SECTIONS 1(B), (C) OR (D) OF EXECUTIVE ORDER NO. 13224 (SEPTEMBER 23, 2001), ANY
RELATED ENABLING LEGISLATION OR ANY OTHER SIMILAR EXECUTIVE ORDERS, AND (II)
COMPLIANCE WITH ALL APPLICABLE BANK SECRECY ACT ("BSA") LAWS, REGULATIONS AND
GOVERNMENT GUIDANCE ON BSA COMPLIANCE AND ON THE PREVENTION AND DETECTION OF
MONEY LAUNDERING VIOLATIONS.
SECTION 5.2.
AFFIRMATIVE COVENANTS.
THE BORROWER COVENANTS AND
AGREES THAT SO LONG AS ANY OF THE OBLIGATIONS (OTHER THAN CONTINGENT OBLIGATIONS
HEREUNDER FOR WHICH NO CLAIM HAS BEEN OR IS REASONABLY EXPECTED TO BE MADE)
REMAIN OUTSTANDING, THE BORROWER HEREBY AGREES THAT:
(A)
FINANCIAL STATEMENTS.
THE BORROWER SHALL FURNISH TO THE LENDER
(I) WITHIN THREE (3) DAYS AFTER THE GUARANTOR IS REQUIRED TO FILE ANNUAL
FINANCIAL STATEMENTS WITH THE SEC, OR, IF THE GUARANTOR IS NO LONGER REQUIRED TO
FILE WITH THE SEC, THEN WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE CLOSE OF
ITS FISCAL YEAR, COPIES OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE
GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES CERTIFIED AS OF THE END OF SUCH
PERIOD, INCLUDING A BALANCE SHEET AND RELATED STATEMENTS OF EARNINGS AND CASH
FLOW; (II) FOR THE FIRST THREE FISCAL QUARTERS OF THE GUARANTOR WITHIN THREE (3)
DAYS AFTER THE GUARANTOR IS REQUIRED TO FILE QUARTERLY FINANCIAL STATEMENTS WITH
THE SEC, OR, IF THE GUARANTOR IS NO LONGER REQUIRED TO FILE WITH THE SEC, THEN
WITHIN SIXTY (60) DAYS AFTER THE CLOSE OF EACH OF THE FIRST THREE FISCAL
QUARTERS, COPIES OF ITS INTERNALLY PREPARED QUARTERLY CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES,
CERTIFIED BY THE GUARANTOR'S CHIEF FINANCIAL OFFICER; (III) CONCURRENTLY WITH
THE DELIVERY OF THE FINANCIAL STATEMENTS DESCRIBED IN (I) AND (II) ABOVE, A
COMPLIANCE CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE GUARANTOR,
CONFIRMING (A) THAT
23
NEITHER THE BORROWER NOR THE GUARANTOR IS IN DEFAULT OF ANY OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS, AND (B) THAT THERE EXISTS NO EVENT OF DEFAULT UNDER
THE BORROWER'S SENIOR CREDIT FACILITY, OR, IF ANY SUCH EVENT OF DEFAULT EXISTS,
WHAT ACTION, IF ANY, THE SENIOR LENDERS HAVE TAKEN WITH RESPECT THERETO, AND
WHAT ACTION, IF ANY, THE BORROWER IS TAKING TO CURE SUCH EVENT OF DEFAULT; AND
(IV) SUCH OTHER FINANCIAL OR OTHER INFORMATION AS THE LENDER MAY FROM TIME TO
TIME REASONABLY REQUEST.
SUCH FINANCIAL STATEMENTS SHALL BE PREPARED IN
ACCORDANCE WITH GAAP.
(B)
CORPORATE EXISTENCE.
THE BORROWER SHALL CONTINUE TO MAINTAIN ITS
CORPORATE EXISTENCE, GOOD STANDING AND QUALIFICATIONS TO DO BUSINESS IN ALL
JURISDICTIONS IN WHICH SUCH QUALIFICATION AND GOOD STANDING ARE NECESSARY IN
ORDER FOR IT TO CONDUCT ITS BUSINESS AND OWN ITS PROPERTY AS PRESENTLY CONDUCTED
AND OWNED IN SUCH JURISDICTIONS (EXCEPT IN SUCH JURISDICTIONS WHERE THE FAILURE
TO REMAIN SO QUALIFIED AND IN GOOD STANDING COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT).
(C)
NOTICE OF DEFAULT.
THE BORROWER