SUCH FISCAL YEAR AND ENDING ON THE LAST DAY OF SUCH QUARTER, TOGETHER WITH A
COMPARISON WITH THE CORRESPONDING PERIOD OF THE PREVIOUS FISCAL YEAR AND FOR THE
STATEMENTS OF INCOME A COMPARISON WITH THE BUDGET FOR SUCH PERIOD OF THE CURRENT
FISCAL YEAR, CERTIFIED BY A SENIOR OFFICER OF THE COMPANY.
10.1.4
COMPLIANCE CERTIFICATES.
CONTEMPORANEOUSLY WITH THE FURNISHING OF A
COPY OF EACH ANNUAL AUDIT REPORT PURSUANT TO SECTION 10.1.1 AND EACH SET OF
MONTHLY STATEMENTS PURSUANT TO SECTION 10.1.2, A DULY COMPLETED COMPLIANCE
CERTIFICATE IN THE FORM OF EXHIBIT B, WITH APPROPRIATE INSERTIONS, DATED THE
DATE OF SUCH ANNUAL REPORT OR SUCH MONTHLY STATEMENTS AND SIGNED BY A SENIOR
OFFICER OF THE COMPANY, CONTAINING (I) A COMPUTATION OF EACH OF THE FINANCIAL
RATIO SET FORTH IN SECTION 11.14 AND TO THE EFFECT THAT SUCH OFFICER HAS NOT
BECOME AWARE OF ANY EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT THAT HAS
OCCURRED AND IS CONTINUING OR, IF THERE IS ANY SUCH EVENT, DESCRIBING IT AND THE
STEPS, IF ANY, BEING TAKEN TO CURE IT AND (II) A WRITTEN STATEMENT OF THE
COMPANY'S MANAGEMENT SETTING FORTH A DISCUSSION OF THE COMPANY'S FINANCIAL
CONDITION, CHANGES IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
10.1.5
REPORTS TO THE SEC AND TO SHAREHOLDERS.
PROMPTLY UPON THE FILING OR
SENDING THEREOF, COPIES OF ALL REGULAR, PERIODIC OR SPECIAL REPORTS OF ANY LOAN
PARTY FILED WITH THE SEC; COPIES OF ALL REGISTRATION STATEMENTS OF ANY LOAN
PARTY FILED WITH THE SEC (OTHER THAN ON FORM S-8); AND COPIES OF ALL PROXY
STATEMENTS OR OTHER COMMUNICATIONS MADE TO SECURITY HOLDERS GENERALLY.
10.1.6
NOTICE OF DEFAULT, LITIGATION AND ERISA MATTERS.
PROMPTLY UPON
BECOMING AWARE OF ANY OF THE FOLLOWING, WRITTEN NOTICE DESCRIBING THE SAME AND
THE STEPS BEING TAKEN BY THE COMPANY OR THE SUBSIDIARY AFFECTED THEREBY WITH
RESPECT THERETO:
(A)
THE OCCURRENCE OF AN EVENT OF DEFAULT OR AN UNMATURED EVENT OF
DEFAULT;
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(B)
ANY LITIGATION, ARBITRATION OR GOVERNMENTAL INVESTIGATION OR
PROCEEDING NOT PREVIOUSLY DISCLOSED BY THE COMPANY TO AGENT AND THE LENDERS
WHICH HAS BEEN INSTITUTED OR, TO THE KNOWLEDGE OF ANY LOAN PARTY, IS THREATENED
AGAINST ANY LOAN PARTY OR TO WHICH ANY OF THE PROPERTIES OF ANY THEREOF IS
SUBJECT WHICH MIGHT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
THE INSTITUTION OF ANY STEPS BY ANY MEMBER OF THE CONTROLLED GROUP
OR ANY OTHER PERSON TO TERMINATE ANY PENSION PLAN, OR THE FAILURE OF ANY MEMBER
OF THE CONTROLLED GROUP TO MAKE A REQUIRED CONTRIBUTION TO ANY PENSION PLAN (IF
SUCH FAILURE IS SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA)
OR TO ANY MULTIEMPLOYER PENSION PLAN, OR THE TAKING OF ANY ACTION WITH RESPECT
TO A PENSION PLAN WHICH COULD RESULT IN THE REQUIREMENT THAT THE COMPANY FURNISH
A BOND OR OTHER SECURITY TO THE PBGC OR SUCH PENSION PLAN, OR THE OCCURRENCE OF
ANY EVENT WITH RESPECT TO ANY PENSION PLAN OR MULTIEMPLOYER PENSION PLAN WHICH
COULD RESULT IN THE INCURRENCE BY