AND WHAT ACTION THE
BORROWER 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
BORROWER 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 BORROWER 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 ERISA EVENT OR ANY EVENT, TRANSACTION OR CONDITION THAT COULD
RESULT IN THE INCURRENCE OF ANY LIABILITY BY THE BORROWER 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 BORROWER 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 BORROWER OR ANY
SUBSIDIARY FROM ANY FEDERAL, STATE OR FOREIGN 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
(G)
REQUESTED INFORMATION - WITH REASONABLE PROMPTNESS, SUCH OTHER
DATA AND INFORMATION RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL
CONDITION, ASSETS OR PROPERTIES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES OR
RELATING TO THE ABILITY OF THE
44
BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER THE OTHER FINANCING
DOCUMENTS AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT OR ANY LENDER.
Section 5.02.
Officer's Certificate.
The Borrower shall deliver to the
Administrative Agent and each Lender within 60 days after the end of each
quarterly fiscal period in each fiscal year of the Borrower (other than the last
quarterly fiscal period of each such fiscal year) and within 120 days after the
end of each fiscal year of the Borrower, a certificate in the form of Exhibit E
of a Senior Financial Officer setting forth:
(A)
COVENANT COMPLIANCE - THE INFORMATION (INCLUDING DETAILED
CALCULATIONS) REQUIRED IN