THE
COMPANY OBTAINS KNOWLEDGE THAT ANY DEFAULT HAS OCCURRED AND IS CONTINUING, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OR THE CONTROLLER OF THE COMPANY
SETTING FORTH THE DETAILS THEREOF AND THE ACTION WHICH THE COMPANY IS TAKING OR
PROPOSES TO TAKE WITH RESPECT THERETO;
(I)
WRITTEN NOTICE OF ANY PROCEEDINGS
PROMPTLY AFTER A DETERMINATION BY THE COMPANY OR THE APPLICABLE SUBSIDIARY
BORROWER THAT (I) SUCH PROCEEDINGS, IF DETERMINED ADVERSELY TO THE COMPANY OR
ANY OF ITS MATERIAL SUBSIDIARIES INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) THERE EXISTS A
REASONABLE POSSIBILITY OF SUCH ADVERSE DETERMINATION.
(J)
PROMPTLY AFTER BEING FILED BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION, COPIES (WITHOUT EXHIBITS
THERETO) OF ANY REGISTRATION STATEMENT (OTHER THAN ANY REGISTRATION STATEMENT ON
FORM S 8 OR ITS EQUIVALENT) OR ANY REPORT ON FORM 8 K (OR ITS EQUIVALENT);
PROVIDED THAT THE COMPANY NEED NOT FURNISH SUCH COPIES TO THE EXTENT SUCH
REGISTRATION STATEMENTS OR REPORTS ARE MADE AVAILABLE TO THE CREDIT PARTIES
EITHER ON EDGAR OR THE COMPANY'S WEB SITE;
(K)
IF AND WHEN ANY MEMBER OF THE ERISA GROUP
(I) GIVES OR IS REQUIRED TO GIVE NOTICE TO THE PBGC OF ANY "REPORTABLE EVENT"
(AS DEFINED IN SECTION 4043 OF ERISA) WITH RESPECT TO ANY PLAN (OTHER THAN ANY
NON-MATERIAL SUBSIDIARY PLAN) WHICH MIGHT CONSTITUTE GROUNDS FOR A TERMINATION
OF SUCH PLAN (OTHER THAN ANY NON-MATERIAL SUBSIDIARY PLAN) UNDER TITLE IV OF
ERISA, OR KNOWS THAT THE PLAN ADMINISTRATOR OF ANY PLAN (OTHER THAN ANY
NON-MATERIAL SUBSIDIARY PLAN) HAS GIVEN
35
OR IS REQUIRED TO GIVE NOTICE OF ANY SUCH REPORTABLE EVENT, A COPY OF THE NOTICE
OF SUCH REPORTABLE EVENT GIVEN OR REQUIRED TO BE GIVEN TO THE PBGC; (II)
RECEIVES NOTICE OF COMPLETE OR PARTIAL WITHDRAWAL LIABILITY UNDER TITLE IV OF
ERISA OR NOTICE THAT ANY MULTIEMPLOYER PLAN (OTHER THAN ANY NON-MATERIAL
SUBSIDIARY PLAN) IS IN REORGANIZATION, IS INSOLVENT OR HAS BEEN TERMINATED, A
COPY OF SUCH NOTICE; (III) RECEIVES NOTICE FROM THE PBGC UNDER TITLE IV OF ERISA
OF AN INTENT TO TERMINATE, IMPOSE LIABILITY (OTHER THAN FOR PREMIUMS UNDER
SECTION 4007 OF ERISA) IN RESPECT OF, OR APPOINT A TRUSTEE TO ADMINISTER ANY
PLAN (OTHER THAN ANY NON-MATERIAL SUBSIDIARY PLAN), A COPY OF SUCH NOTICE; (IV)
APPLIES FOR A WAIVER OF THE MINIMUM FUNDING STANDARD UNDER SECTION 412 OF THE
INTERNAL REVENUE INTERNAL REVENUE CODE, A COPY OF SUCH APPLICATION; (V) GIVES
NOTICE OF INTENT TO TERMINATE ANY PLAN (OTHER THAN ANY NON-MATERIAL SUBSIDIARY
PLAN) UNDER SECTION 4041(C) OF ERISA, A COPY OF SUCH NOTICE AND OTHER
INFORMATION FILED WITH THE PBGC; (VI) GIVES NOTICE OF WITHDRAWAL FROM ANY PLAN
(OTHER THAN ANY NON-MATERIAL SUBSIDIARY PLAN) PURSUANT TO SECTION 4063 OF ERISA,
A COPY OF SUCH NOTICE; OR (VII) FAILS TO MAKE ANY PAYMENT OR CONTRIBUTION TO ANY
PLAN (OTHER THAN ANY NON-MATERIAL SUBSIDIARY PLAN) OR MULTIEMPLOYER PLAN (OTHER
THAN ANY NON-MATERIAL SUBSIDIARY PLAN) OR IN RESPECT OF ANY BENEFIT ARRANGEMENT
OR MAKES