OFFICER BECOMING AWARE OF THE
EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT, A WRITTEN NOTICE SPECIFYING THE
NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE PARENT OR THE COMPANY
IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO;
(E)
ERISA MATTERS - PROMPTLY, AND IN ANY EVENT WITHIN FIVE BUSINESS
DAYS AFTER A RESPONSIBLE OFFICER BECOMING AWARE OF ANY OF THE FOLLOWING, A
WRITTEN NOTICE SETTING FORTH THE NATURE THEREOF AND THE ACTION, IF ANY, THAT THE
PARENT OR AN ERISA AFFILIATE, PROPOSES TO TAKE WITH RESPECT THERETO:
(I)
WITH RESPECT TO ANY PLAN, ANY REPORTABLE EVENT, AS DEFINED IN
SECTION 4043(B) OF ERISA AND THE REGULATIONS THEREUNDER, FOR WHICH NOTICE
THEREOF HAS NOT BEEN WAIVED PURSUANT TO SUCH REGULATIONS AS IN EFFECT ON THE
DATE HEREOF; OR
(II)
THE TAKING BY THE PBGC OF STEPS TO INSTITUTE, OR THE THREATENING
BY THE PBGC OF 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 PARENT OR AN 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 PARENT OR AN 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, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(F)
REQUESTED INFORMATION - WITH REASONABLE PROMPTNESS, SUCH OTHER
DATA AND INFORMATION RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL
CONDITION, ASSETS OR PROPERTIES OF THE PARENT OR ANY OF ITS SUBSIDIARIES,
INCLUDING THE COMPANY OR RELATING TO THE ABILITY OF THE PARENT OR 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.
15
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) shall be accompanied by a certificate of a
Senior Financial Officer substantially in the form of Schedule 7.2 setting
forth:
(A)
COVENANT COMPLIANCE - THE INFORMATION (INCLUDING DETAILED
CALCULATIONS AND RECONCILIATIONS TO GAAP IF AGREEMENT ACCOUNTING PRINCIPLES
DIFFER FROM GAAP AT THE TIME SUCH COMPLIANCE CERTIFICATE IS DELIVERED) REQUIRED
IN ORDER TO ESTABLISH WHETHER THE PARENT AND THE COMPANY WERE IN COMPLIANCE WITH
THE REQUIREMENTS OF SECTION 10.1 THROUGH SECTION 10.11, INCLUSIVE, DURING THE
QUARTERLY OR ANNUAL PERIOD COVERED BY THE STATEMENTS THEN BEING FURNISHED
(INCLUDING WITH RESPECT TO EACH SUCH SECTION, WHERE APPLICABLE, THE