AS DEFINED IN SECTION 4043(B) OF ERISA AND
THE REGULATIONS ISSUED THEREUNDER, WITH RESPECT TO A PLAN, AS TO WHICH PBGC HAS
NOT BY REGULATION OR OTHERWISE WAIVED THE REQUIREMENT OF SECTION 4043(A) OF
ERISA THAT IT BE NOTIFIED WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF SUCH
EVENT (PROVIDED THAT A FAILURE TO MEET THE MINIMUM FUNDING STANDARD OF SECTION
412 OF THE CODE OR SECTION 302 OF ERISA, INCLUDING, WITHOUT LIMITATION, THE
FAILURE TO MAKE ON OR BEFORE ITS DUE DATE A REQUIRED INSTALLMENT UNDER SECTION
412(M) OF THE CODE OR SECTION 302(E) OF ERISA, SHALL BE A REPORTABLE EVENT
REGARDLESS OF THE ISSUANCE OF ANY WAIVERS IN ACCORDANCE WITH SECTION 412(D) OF
THE CODE) (A "REPORTABLE EVENT"); AND ANY REQUEST FOR A WAIVER UNDER SECTION
412(D) OF THE CODE FOR ANY PLAN;
(B)
THE DISTRIBUTION UNDER SECTION 4041(C) OF ERISA OF A NOTICE OF
INTENT TO TERMINATE ANY PLAN OR ANY ACTION TAKEN BY THE SELLER OR AN ERISA
AFFILIATE TO TERMINATE ANY PLAN;
(C)
THE INSTITUTION BY PBGC OF PROCEEDINGS UNDER SECTION 4042 OF ERISA
FOR THE TERMINATION OF, OR THE APPOINTMENT OF A TRUSTEE TO ADMINISTER, ANY PLAN,
OR THE RECEIPT BY THE SELLER OR ANY ERISA AFFILIATE OF A NOTICE FROM A
MULTIEMPLOYER PLAN THAT SUCH ACTION HAS BEEN TAKEN BY PBGC WITH RESPECT TO SUCH
MULTIEMPLOYER PLAN;
(D)
THE COMPLETE OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER PLAN BY THE
SELLER OR ANY ERISA AFFILIATE THAT RESULTS IN LIABILITY UNDER SECTION 4201 OR
4204 OF ERISA (INCLUDING THE OBLIGATION TO SATISFY SECONDARY LIABILITY AS A
RESULT OF A PURCHASER DEFAULT) OR THE RECEIPT BY THE SELLER OR ANY ERISA
AFFILIATE OF NOTICE FROM A MULTIEMPLOYER PLAN THAT IT IS IN REORGANIZATION OR
INSOLVENCY PURSUANT TO SECTION 4241 OR 4245 OF ERISA OR THAT IT INTENDS TO
TERMINATE OR HAS TERMINATED UNDER SECTION 4041A OF ERISA;
(E)
THE INSTITUTION OF A PROCEEDING BY A FIDUCIARY OF ANY
MULTIEMPLOYER PLAN AGAINST THE SELLER OR ANY ERISA AFFILIATE TO ENFORCE SECTION
515 OF ERISA, WHICH PROCEEDING IS NOT DISMISSED WITHIN THIRTY (30) DAYS; AND
(F)
THE ADOPTION OF AN AMENDMENT TO ANY PLAN THAT, PURSUANT TO SECTION
401(A)(29) OF THE CODE OR SECTION 307 OF ERISA, WOULD RESULT IN THE LOSS OF
TAX-EXEMPT STATUS OF THE TRUST OF WHICH SUCH PLAN IS A PART IF THE SELLER OR AN
ERISA AFFILIATE FAILS TO TIMELY PROVIDE SECURITY TO SUCH PLAN IN ACCORDANCE WITH
THE PROVISIONS OF SAID SECTIONS.
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(VII)
THE SELLER WILL FURNISH TO THE BUYER, AT THE TIME IT FURNISHES THE
FINANCIAL STATEMENTS PURSUANT TO PARAGRAPH (III) ABOVE, A CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE SELLER TO THE EFFECT THAT, TO THE BEST OF SUCH
RESPONSIBLE OFFICER'S KNOWLEDGE, THE SELLER DURING SUCH FISCAL PERIOD HAS
OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND SATISFIED
EVERY MATERIAL CONDITION, CONTAINED IN THIS AGREEMENT AND THE OTHER PROGRAM
DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY IT, AND THAT SUCH
RESPONSIBLE OFFICER HAS OBTAINED