MATERIALLY ADVERSE DEVELOPMENT OF WHICH THE COMPANY
HAS BECOME AWARE WITH RESPECT TO ANY LITIGATION, ACTION, PROCEEDING, OR LABOR
CONTROVERSY DESCRIBED IN SECTION 5.7, (Y) THE COMMENCEMENT OF ANY MATERIAL LABOR
CONTROVERSY, LITIGATION, ACTION, PROCEEDING OF WHICH THE COMPANY HAS BECOME
AWARE, OF THE TYPE DESCRIBED IN SECTION 5.7, OR (Z) THE OCCURRENCE OF A DEFAULT,
NOTICE THEREOF AND, WITH RESPECT TO A DEFAULT, THE STEPS BEING TAKEN BY THE
COMPANY OR THE SUBSIDIARY, AS THE CASE MAY BE, AFFECTED WITH RESPECT THERETO,
FROM AN AUTHORIZED CORPORATE OFFICER;
(F)
PROMPTLY AFTER THE SENDING OR FILING THEREOF, COPIES OF ALL
REPORTS WHICH THE COMPANY SENDS TO ITS EQUITY SECURITYHOLDERS, AND ALL REPORTS
AND REGISTRATION STATEMENTS (OTHER THAN S-8 REGISTRATION STATEMENTS) WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES FILES WITH THE SECURITIES AND EXCHANGE
COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE;
(G)
PROMPTLY AFTER BECOMING AWARE OF THE INSTITUTION OF ANY STEPS BY
THE COMPANY, THE PBGC OR ANY ERISA AFFILIATE TO TERMINATE ANY PENSION PLAN, OR
THE FAILURE TO MAKE A REQUIRED CONTRIBUTION TO ANY PENSION PLAN IF SUCH FAILURE
IS SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA, OR THE
TAKING OF
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ANY ACTION WITH RESPECT TO A PENSION PLAN WHICH COULD RESULT IN THE REQUIREMENT
THAT THE COMPANY FURNISH A BOND OR OTHER SECURITY TO THE PBGC OR SUCH PENSION
PLAN, OR THE OCCURRENCE OF ANY EVENT WITH RESPECT TO ANY PENSION PLAN WHICH
COULD RESULT IN THE INCURRENCE BY THE COMPANY OF ANY MATERIAL LIABILITY, FINE OR
PENALTY, OR ANY MATERIAL INCREASE IN THE CONTINGENT LIABILITY OF THE COMPANY
WITH RESPECT TO ANY POST-RETIREMENT WELFARE PLAN BENEFIT, NOTICE THEREOF AND
COPIES OF ALL DOCUMENTATION RELATING THERETO;
(H)
WITHIN FIVE DAYS OF ANY PURCHASE OF ANY "MARGIN STOCK" AS DEFINED
IN REGULATION U OF THE F.R.S. BOARD, A WRITTEN REPORT IN THE FORM SET FORTH AS
EXHIBIT J HERETO OF THE AMOUNT AND TYPE OF ANY MARGIN STOCK SO PURCHASED;
(I)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN FIVE DAYS AFTER THE
EFFECTIVE DATE THEREOF, A WRITTEN REPORT OF ANY WRITTEN AMENDMENT OF OR WAIVER
WITH RESPECT TO THE SENIOR NOTE AGREEMENTS, TOGETHER WITH A COPY OF THE RELEVANT
DOCUMENT(S) EVIDENCING SUCH AMENDMENT OR WAIVER; AND
(J)
SUCH OTHER INFORMATION RESPECTING THE CONDITION OR OPERATIONS,
FINANCIAL OR OTHERWISE, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR THE
COMPANY'S OR ANY OTHER BORROWER'S COMPLIANCE WITH THIS AGREEMENT, AS ANY LENDER
THROUGH THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
6.1.2
Compliance with Laws, etc.
The Company will, and will cause each
of its Subsidiaries to, comply in all material respects with all applicable
laws, rules, regulations and orders, such compliance to include (without
limitation):
(A)
EXCEPT AS OTHERWISE PERMITTED BY SECTION 6.2.5, THE MAINTENANCE
AND PRESERVATION OF ITS AND EACH SUBSIDIARY'S RESPECTIVE EXISTENCE AND ALL
RIGHTS, PRIVILEGES, LICENSES, PATENTS, PATENT RIGHTS, COPYRIGHTS, TRADEMARKS,
TRADE NAMES, FRANCHISES AND OTHER AUTHORITY NECESSARY FOR THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES IN THE