THE INSTITUTION 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 COMPANY OR ANY ERISA AFFILIATE OF A NOTICE FROM A
MULTIEMPLOYER PLAN THAT SUCH ACTION HAS BEEN TAKEN BY THE PBGC WITH RESPECT TO
SUCH MULTIEMPLOYER PLAN; OR
(III)
ANY EVENT, TRANSACTION OR CONDITION THAT COULD RESULT IN THE
INCURRENCE OF ANY LIABILITY BY THE COMPANY OR ANY ERISA AFFILIATE PURSUANT TO
TITLE I OR IV OF ERISA OR THE PENALTY OR EXCISE TAX PROVISIONS OF THE CODE
RELATING TO EMPLOYEE BENEFIT PLANS, OR IN THE IMPOSITION OF ANY LIEN ON ANY OF
THE RIGHTS, PROPERTIES OR ASSETS OF THE COMPANY OR ANY ERISA AFFILIATE PURSUANT
TO TITLE I OR IV OF ERISA OR SUCH PENALTY OR EXCISE TAX PROVISIONS, IF SUCH
LIABILITY OR LIEN, TAKEN TOGETHER WITH ANY OTHER SUCH LIABILITIES OR LIENS THEN
EXISTING, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(F)
NOTICES FROM GOVERNMENTAL AUTHORITY.
PROMPTLY, AND IN ANY EVENT
WITHIN 30 DAYS OF RECEIPT THEREOF, COPIES OF ANY NOTICE TO THE COMPANY OR ANY
SUBSIDIARY FROM ANY FEDERAL OR STATE GOVERNMENTAL AUTHORITY RELATING TO ANY
ORDER, RULING, STATUTE OR OTHER LAW OR REGULATION THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
14
(G)
REQUESTED INFORMATION.
WITH REASONABLE PROMPTNESS, SUCH OTHER
DATA AND INFORMATION RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL
CONDITION, ASSETS OR PROPERTIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
RELATING TO THE ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS HEREUNDER AND
UNDER THE NOTES AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY ANY SUCH
HOLDER OF NOTES.
SECTION 7.2
OFFICER'S CERTIFICATE.
Each set of financial statements delivered to a holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of
a Senior Financial Officer setting forth:
(A)
COVENANT COMPLIANCE.
THE INFORMATION (INCLUDING REASONABLY
DETAILED CALCULATIONS) REQUIRED IN ORDER TO ESTABLISH WHETHER THE COMPANY WAS IN
COMPLIANCE WITH THE REQUIREMENTS OF SECTION 10.4(A) THROUGH
SECTION 10.4(C) HEREOF, INCLUSIVE, DURING THE QUARTERLY OR ANNUAL PERIOD COVERED
BY THE STATEMENTS THEN BEING FURNISHED (INCLUDING WITH RESPECT TO EACH SUCH
SECTION, WHERE APPLICABLE, THE CALCULATIONS OF THE MAXIMUM OR MINIMUM AMOUNT,
RATIO OR PERCENTAGE, AS THE CASE MAY BE, PERMISSIBLE UNDER THE TERMS OF SUCH
SECTIONS, AND THE CALCULATION OF THE AMOUNT, RATIO OR PERCENTAGE THEN IN
EXISTENCE); AND
(B)
EVENT OF DEFAULT.
A STATEMENT THAT SUCH OFFICER HAS REVIEWED THE
RELEVANT TERMS HEREOF AND HAS MADE, OR CAUSED TO BE MADE, UNDER HIS OR HER
SUPERVISION, A REVIEW OF THE TRANSACTIONS AND CONDITIONS OF THE COMPANY AND ITS
SUBSIDIARIES FROM THE BEGINNING OF THE QUARTERLY OR ANNUAL PERIOD COVERED BY THE
STATEMENTS THEN BEING FURNISHED TO THE DATE OF THE CERTIFICATE AND THAT SUCH
REVIEW SHALL NOT HAVE DISCLOSED THE EXISTENCE DURING SUCH PERIOD OF ANY
CONDITION OR EVENT THAT CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT OR,