FLOW OF THE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, IN EACH
CASE CERTIFIED (WITHOUT ANY IMPERMISSIBLE QUALIFICATION) IN A MANNER REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS BY ERNST &
YOUNG, LLP OR OTHER INDEPENDENT PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS (IT BEING UNDERSTOOD AND AGREED
THAT THE DELIVERY OF THE BORROWER'S FORM 10-K (AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION) SHALL SATISFY SUCH DELIVERY REQUIREMENT IN THIS CLAUSE),
TOGETHER WITH A CERTIFICATE FROM AN AUTHORIZED OFFICER OF THE BORROWER
CONTAINING A COMPUTATION IN REASONABLE DETAIL OF, AND SHOWING COMPLIANCE WITH,
EACH OF THE FINANCIAL RATIOS AND RESTRICTIONS CONTAINED IN SECTIONS 7.02, 7.03,
7.04 AND 7.05 AND TO THE EFFECT THAT, IN MAKING THE EXAMINATION NECESSARY FOR
THE SIGNING OF SUCH CERTIFICATE, HE HAS NOT BECOME AWARE OF ANY DEFAULT OR EVENT
OF DEFAULT THAT HAS OCCURRED AND IS CONTINUING, OR, IF HE HAS BECOME AWARE OF
SUCH DEFAULT OR EVENT OF DEFAULT, DESCRIBING SUCH DEFAULT OR EVENT OF DEFAULT
AND THE STEPS, IF ANY, BEING TAKEN TO CURE IT;
(C)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 60 DAYS AFTER THE END OF EACH FISCAL QUARTER, A COMPLIANCE CERTIFICATE,
EXECUTED BY THE TREASURER OR AN AUTHORIZED OFFICER OF THE BORROWER, SHOWING (IN
REASONABLE DETAIL AND WITH APPROPRIATE CALCULATIONS AND COMPUTATIONS IN ALL
RESPECTS SATISFACTORY TO THE ADMINISTRATIVE AGENT) COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTIONS 7.02, 7.03, 7.04 AND 7.05 AND REPRESENTING AS TO
THE ABSENCE OF ANY DEFAULT;
(D)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN
THREE BUSINESS DAYS UPON ANY OFFICER OR DIRECTOR OF THE BORROWER BECOMING AWARE
OF THE OCCURRENCE OF EACH DEFAULT OR EVENT OF DEFAULT, A STATEMENT OF THE
TREASURER OR THE CHIEF FINANCIAL AUTHORIZED OFFICER OF THE BORROWER SETTING
FORTH DETAILS OF SUCH DEFAULT OR EVENT OF DEFAULT AND THE ACTION WHICH THE
BORROWER HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO;
(E)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN
FIVE BUSINESS DAYS AFTER (X) THE OCCURRENCE OF ANY ADVERSE DEVELOPMENT WITH
RESPECT TO ANY LITIGATION, ACTION, PROCEEDING, OR LABOR CONTROVERSY DESCRIBED IN
SECTION 5.07 WHICH WILL RESULT IN OR IS LIKELY TO RESULT IN A MATERIAL ADVERSE
EFFECT OR (Y) THE COMMENCEMENT OF ANY LABOR CONTROVERSY, LITIGATION, ACTION,
PROCEEDING OF THE TYPE DESCRIBED IN SECTION 5.07, NOTICE THEREOF AND COPIES OF
ALL DOCUMENTATION RELATING THERETO;
(F)
PROMPTLY AFTER THE SENDING OR FILING
THEREOF, COPIES OF ALL REPORTS WHICH THE BORROWER SENDS TO ANY OF ITS SECURITY
HOLDERS, AND ALL REPORTS AND REGISTRATION STATEMENTS (OTHER THAN ON FORM S-8 OR
ANY SUCCESSOR FORM) WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE;
(G)
IMMEDIATELY UPON BECOMING AWARE OF THE
TAKING OF ANY SPECIFIC ACTIONS BY THE BORROWER OR ANY OTHER PERSON TO TERMINATE
ANY PENSION PLAN (OTHER THAN A TERMINATION PURSUANT TO SECTION 4041(B) OF ERISA
WHICH CAN BE COMPLETED WITHOUT