AND THAT (1) ON THE BASIS OF SUCH FINANCIAL STATEMENTS AND SUCH REVIEW OF THE
LOAN DOCUMENTS, NO EVENT OF DEFAULT EXISTED UNDER SECTION 6.1(B) WITH RESPECT TO
SECTIONS 5.8 AND 5.9 AT OR AS OF THE DATE OF SAID FINANCIAL STATEMENTS, OR WITH
RESPECT TO SECTION 5.8(A), 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,
56
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)
INTENTIONALLY OMITTED;
(G)
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