AT ANY TIME,
AND (2) ON THE BASIS OF SUCH REVIEW OF THE LOAN DOCUMENTS AND THE BUSINESS AND
CONDITION OF THE BORROWER, TO THE BEST KNOWLEDGE OF SUCH OFFICER, AS OF THE LAST
DAY OF THE PERIOD COVERED BY SUCH CERTIFICATE NO DEFAULT OR EVENT OF DEFAULT
UNDER ANY OTHER PROVISION OF SECTION 6.1 OCCURRED AND IS CONTINUING OR, IF ANY
SUCH DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SPECIFYING THE
NATURE AND EXTENT THEREOF AND, THE ACTION THE BORROWER PROPOSES TO TAKE IN
RESPECT THEREOF.
SUCH CERTIFICATE SHALL SET FORTH THE CALCULATIONS REQUIRED TO
ESTABLISH THE MATTERS DESCRIBED IN CLAUSES (1) AND (2) ABOVE;
(D)
(I) WITHIN FIVE (5) BUSINESS DAYS AFTER ANY OFFICER OF THE
BORROWER OBTAINS KNOWLEDGE OF ANY DEFAULT, IF SUCH DEFAULT IS THEN CONTINUING, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER, OR OTHER EXECUTIVE OFFICER OF THE
BORROWER, SETTING FORTH THE DETAILS THEREOF AND THE ACTION WHICH THE BORROWER IS
TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO; AND (II) PROMPTLY AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER THE BORROWER OBTAINS KNOWLEDGE
THEREOF, NOTICE OF (X) ANY LITIGATION OR GOVERNMENTAL PROCEEDING PENDING OR
THREATENED AGAINST THE BORROWER OR ANY CONSOLIDATED SUBSIDIARY OR ITS DIRECTLY
OR INDIRECTLY OWNED REAL PROPERTY ASSETS AS TO WHICH THERE IS A REASONABLE
POSSIBILITY OF AN ADVERSE DETERMINATION AND WHICH, IF ADVERSELY DETERMINED, IS
LIKELY TO INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE EFFECT,
AND (Y) ANY OTHER EVENT, ACT OR CONDITION WHICH IS LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT;
(E)
PROMPTLY UPON THE MAILING THEREOF TO THE SHAREHOLDERS OF BORROWER
GENERALLY, COPIES OF ALL PROXY STATEMENTS SO MAILED;
(F)
PROMPTLY AND IN ANY EVENT WITHIN THIRTY (30) DAYS, IF AND WHEN
ANY MEMBER OF THE ERISA GROUP (I) GIVES OR IS REQUIRED TO GIVE NOTICE TO THE
PBGC OF ANY "REPORTABLE EVENT" (AS DEFINED IN SECTION 4043 OF ERISA) WITH
RESPECT TO ANY PLAN WHICH MIGHT CONSTITUTE GROUNDS FOR A TERMINATION OF SUCH
PLAN UNDER TITLE IV OF ERISA, OR KNOWS THAT THE PLAN ADMINISTRATOR OF ANY PLAN
HAS GIVEN OR IS REQUIRED TO GIVE NOTICE OF ANY SUCH REPORTABLE EVENT, A COPY OF
THE NOTICE OF SUCH REPORTABLE EVENT GIVEN OR REQUIRED TO BE GIVEN TO THE PBGC;
(II) RECEIVES NOTICE OF COMPLETE OR PARTIAL WITHDRAWAL LIABILITY UNDER TITLE IV
OF ERISA OR NOTICE THAT ANY MULTIEMPLOYER PLAN IS IN REORGANIZATION, IS
INSOLVENT OR HAS BEEN TERMINATED, A COPY OF SUCH NOTICE; (III) RECEIVES NOTICE
FROM THE PBGC UNDER TITLE IV OF ERISA OF AN INTENT TO TERMINATE, IMPOSE
LIABILITY (OTHER THAN FOR PREMIUMS UNDER SECTION 4007 OF ERISA) IN RESPECT OF,
OR APPOINT A TRUSTEE TO ADMINISTER ANY PLAN, A COPY OF SUCH NOTICE; (IV) APPLIES
FOR A WAIVER OF THE MINIMUM FUNDING STANDARD UNDER SECTION 412 OF THE CODE, A
COPY OF SUCH APPLICATION; (V) GIVES NOTICE OF INTENT TO TERMINATE ANY PLAN UNDER
SECTION 4041(C) OF ERISA, A COPY OF SUCH NOTICE AND OTHER