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 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 PARENT OR ANY
SUBSIDIARY FROM ANY FEDERAL OR STATE GOVERNMENTAL AUTHORITY RELATING TO ANY
ORDER, RULING, STATUTE OR OTHER LAW OR REGULATION THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(G)
SUPPLEMENTS - PROMPTLY AND IN ANY EVENT WITHIN 10 BUSINESS DAYS
AFTER THE EXECUTION AND DELIVERY OF ANY SUPPLEMENT, A COPY THEREOF; AND
(H)
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 ACTUAL COPIES OF THE PARENT'S FORMS 10-Q AND FORMS 10-K) OR RELATING
TO THE ABILITY OF 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.
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) will be accompanied by a certificate of a
Senior Financial Officer setting forth:
(A)
COVENANT COMPLIANCE - THE INFORMATION (INCLUDING DETAILED
CALCULATIONS) REQUIRED IN ORDER TO ESTABLISH WHETHER THE PARENT WAS IN
COMPLIANCE WITH THE REQUIREMENTS OF SECTION 10.1 THROUGH SECTION 10.7,
INCLUSIVE, DURING THE QUARTERLY OR ANNUAL PERIOD COVERED BY THE STATEMENTS THEN
BEING
FURNISHED (INCLUDING WITH RESPECT TO EACH SUCH SECTION, WHERE APPLICABLE,
THE CALCULATIONS OF THE MAXIMUM OR MINIMUM AMOUNT, RATIO OR PERCENTAGE, AS THE
CASE MAY BE, PERMISSIBLE UNDER THE TERMS OF SUCH SECTIONS, AND THE CALCULATION
OF THE AMOUNT, RATIO OR PERCENTAGE THEN IN EXISTENCE); AND
(B)
EVENT OF DEFAULT - A STATEMENT THAT SUCH SENIOR FINANCIAL OFFICER
HAS REVIEWED THE RELEVANT TERMS HEREOF AND HAS MADE, OR CAUSED TO BE MADE, UNDER
HIS OR HER SUPERVISION, A REVIEW OF THE TRANSACTIONS AND CONDITIONS OF THE
PARENT AND ITS SUBSIDIARIES FROM THE BEGINNING OF THE QUARTERLY OR ANNUAL PERIOD
COVERED BY THE STATEMENTS THEN BEING
18
FURNISHED TO THE DATE OF THE CERTIFICATE AND THAT SUCH REVIEW SHALL NOT HAVE
DISCLOSED THE EXISTENCE DURING SUCH PERIOD OF ANY CONDITION OR EVENT THAT
CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT OR, IF ANY SUCH CONDITION OR EVENT
EXISTED OR EXISTS (INCLUDING ANY SUCH EVENT OR CONDITION RESULTING FROM THE
FAILURE OF THE PARENT OR ANY SUBSIDIARY TO COMPLY WITH ANY ENVIRONMENTAL LAW),
SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE PARENT
SHALL HAVE TAKEN OR PROPOSES TO TAKE WITH