AFFILIATE PROPOSES TO TAKE WITH
RESPECT THERETO (AND A COPY OF ANY REPORT OR NOTICE REQUIRED TO BE FILED WITH OR
GIVEN TO PBGC BY SELLER OR AN ERISA AFFILIATE WITH RESPECT TO SUCH EVENT OR
CONDITION):
(A)
ANY REPORTABLE EVENT, OR AND ANY REQUEST FOR A WAIVER UNDER
SECTION 412(D) OF THE CODE OR ANY SUCCESSOR PROVISION THEREOF FOR ANY PLAN;
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(B)
THE DISTRIBUTION UNDER SECTION 4041(C) OF ERISA OR ANY SUCCESSOR
PROVISION THEREOF OF A NOTICE OF INTENT TO TERMINATE ANY PLAN OR ANY ACTION
TAKEN BY SELLER OR AN ERISA AFFILIATE TO TERMINATE ANY PLAN;
(C)
THE INSTITUTION BY PBGC OF PROCEEDINGS UNDER SECTION 4042 OF ERISA
OR ANY SUCCESSOR PROVISION THEREOF FOR THE TERMINATION OF, OR THE APPOINTMENT OF
A TRUSTEE TO ADMINISTER, ANY PLAN; AND
(D)
THE ADOPTION OF AN AMENDMENT TO ANY PLAN THAT WOULD RESULT IN THE
LOSS OF TAX EXEMPT STATUS OF THE TRUST OF WHICH SUCH PLAN IS A PART IF SELLER OR
AN ERISA AFFILIATE FAILS TO PROVIDE TIMELY SECURITY TO SUCH PLAN IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 401(A)(29) OF THE CODE OR SECTION 307 OF ERISA OR
ANY SUCCESSOR PROVISION THEREOF.
(B)
CERTIFICATES; OTHER INFORMATION.
SELLER SHALL FURNISH TO THE
AGENT:
(I)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO
IN SECTION 9.01(A)(II) ABOVE, A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE
EXAMINATION NECESSARY THEREFORE NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR
EVENT OF DEFAULT CAUSED BY A FAILURE TO COMPLY WITH THE REQUIREMENTS OF SECTION
9.01(L)-(O), EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(II)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO
IN SECTION 9.01(A) ABOVE AND WITH THE DELIVERY OF EACH CONFIRMATION, A
CERTIFICATE OF A RESPONSIBLE OFFICER SUBSTANTIALLY IN THE FORM OF EXHIBIT J
HERETO (A) STATING THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE,
SELLER DURING SUCH PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND
OTHER AGREEMENTS IN ALL MATERIAL RESPECTS, AND SATISFIED EVERY MATERIAL
CONDITION, CONTAINED IN THIS AGREEMENT AND THE RELATED DOCUMENTS TO BE OBSERVED,
PERFORMED OR SATISFIED BY IT, AND THAT SUCH RESPONSIBLE OFFICER HAS OBTAINED NO
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE, (B) SHOWING IN DETAIL THE CALCULATIONS SUPPORTING SUCH RESPONSIBLE
OFFICER'S CERTIFICATION OF SELLER'S COMPLIANCE WITH THE REQUIREMENTS OF
SECTIONS 9.01(L)-(O), (C) SHOWING IN DETAIL THE CALCULATIONS PROJECTED WITH
RESPECT TO THE REQUIREMENTS OF SECTIONS 9.01(L)-(O) FOR THE UPCOMING PERIOD OF
FOUR (4) FISCAL QUARTERS, (D) ATTACHING A CURRENT COPY OF SELLER'S
ORGANIZATIONAL CHART (DEPICTING AND DELINEATING ALL OF SUCH GUARANTOR'S
CONSOLIDATED AND NON-CONSOLIDATED SUBSIDIARIES), (E) CONFIRMING THAT ALL OF THE
CAPITAL STOCK AND OTHER EQUITY AND OWNERSHIP INTERESTS OF SELLER'S SUBSIDIARIES
HAS BEEN PLEDGED TO THE AGENT FOR THE RATABLE BENEFIT OF THE BUYERS AND SELLER
HAS TAKEN ALL SUCH FURTHER ACTIONS AS THE AGENT HAS REQUESTED IN ORDER TO EFFECT
AND PERFECT SUCH PLEDGE AND (F) SHOWING THE CALCULATIONS