DO, AND WILL
CAUSE EACH MATERIAL SUBSIDIARY TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY
TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE, CORPORATE RIGHTS
AND AUTHORITY, EXCEPT TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; PROVIDED, HOWEVER,
THAT THE BORROWER AND ITS SUBSIDIARIES MAY CONSUMMATE ANY TRANSACTION PERMITTED
UNDER SECTION 10.3, 10.4 OR 10.5.
9.6.
COMPLIANCE WITH STATUTES, REGULATIONS, ETC. THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS APPLICABLE TO IT OR ITS PROPERTY, INCLUDING ALL
GOVERNMENTAL APPROVALS OR AUTHORIZATIONS REQUIRED TO CONDUCT ITS BUSINESS, AND
TO MAINTAIN ALL SUCH GOVERNMENTAL APPROVALS OR AUTHORIZATIONS IN FULL FORCE AND
EFFECT, IN EACH CASE EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.7.
ERISA. PROMPTLY AFTER THE BORROWER OR ANY ERISA AFFILIATE KNOWS OR
HAS REASON TO KNOW OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS THAT,
INDIVIDUALLY OR IN THE AGGREGATE (INCLUDING IN THE AGGREGATE SUCH EVENTS
PREVIOUSLY DISCLOSED OR EXEMPT FROM DISCLOSURE HEREUNDER, TO THE EXTENT THE
LIABILITY THEREFOR REMAINS OUTSTANDING), WOULD BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT, THE BORROWER WILL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF AN AUTHORIZED OFFICER OR ANY OTHER SENIOR OFFICER OF THE BORROWER
SETTING FORTH DETAILS AS TO SUCH OCCURRENCE AND THE ACTION, IF ANY, THAT THE
BORROWER OR SUCH ERISA AFFILIATE IS REQUIRED OR PROPOSES TO TAKE, TOGETHER WITH
ANY NOTICES (REQUIRED, PROPOSED OR OTHERWISE) GIVEN TO OR FILED WITH OR BY THE
BORROWER SUCH ERISA AFFILIATE, THE PBGC, A PLAN PARTICIPANT (OTHER THAN NOTICES
RELATING TO AN INDIVIDUAL PARTICIPANT'S BENEFITS) OR THE PLAN ADMINISTRATOR WITH
RESPECT THERETO:
THAT A REPORTABLE EVENT HAS OCCURRED; THAT AN ACCUMULATED
FUNDING DEFICIENCY HAS BEEN INCURRED OR AN APPLICATION IS TO BE MADE TO THE
SECRETARY OF THE TREASURY FOR A WAIVER OR MODIFICATION OF THE MINIMUM FUNDING
STANDARD (INCLUDING ANY REQUIRED INSTALLMENT PAYMENTS) OR AN EXTENSION OF ANY
AMORTIZATION PERIOD UNDER SECTION 412 OF THE CODE WITH RESPECT TO A PLAN; THAT A
PLAN HAVING AN UNFUNDED CURRENT LIABILITY HAS BEEN OR IS TO BE TERMINATED,
REORGANIZED, PARTITIONED OR DECLARED INSOLVENT UNDER TITLE IV OF ERISA
(INCLUDING THE GIVING OF WRITTEN NOTICE THEREOF); THAT A PLAN HAS AN UNFUNDED
CURRENT LIABILITY THAT HAS OR WILL RESULT IN A LIEN UNDER ERISA OR THE CODE;
THAT PROCEEDINGS WILL BE OR HAVE BEEN INSTITUTED TO TERMINATE A PLAN HAVING AN
UNFUNDED CURRENT LIABILITY (INCLUDING THE GIVING OF WRITTEN NOTICE THEREOF);
THAT A PROCEEDING HAS BEEN INSTITUTED AGAINST THE BORROWER OR AN ERISA AFFILIATE
PURSUANT TO SECTION 515 OF ERISA TO COLLECT A DELINQUENT CONTRIBUTION TO A PLAN;
THAT THE PBGC HAS NOTIFIED THE BORROWER OR ANY ERISA AFFILIATE OF ITS INTENTION
TO APPOINT A TRUSTEE TO ADMINISTER ANY PLAN; THAT THE BORROWER OR ANY ERISA
AFFILIATE HAS FAILED TO MAKE A REQUIRED INSTALLMENT OR OTHER