BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES WILL BE MADE OF ALL DEALINGS OR TRANSACTIONS OF OR IN RELATION
TO ITS BUSINESS AND AFFAIRS.
(I)
MAINTENANCE OF PROPERTY.
MAINTAIN, KEEP AND PRESERVE AND CAUSE
EACH SUBSIDIARY TO MAINTAIN, KEEP AND PRESERVE ALL OF ITS PROPERTIES IN GOOD
REPAIR, WORKING ORDER AND CONDITION AND FROM TIME TO TIME MAKE ALL NECESSARY AND
PROPER REPAIRS, RENEWALS, REPLACEMENTS,
29
AND IMPROVEMENTS THERETO, EXCEPT TO THE EXTENT THAT ANY FAILURE SO TO MAINTAIN,
KEEP AND PRESERVE SUCH PROPERTIES, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(J)
ERISA.
THE BORROWER SHALL GIVE, OR SHALL CAUSE TO BE GIVEN, TO
THE LENDER PROMPT NOTICE OF EACH OF THE FOLLOWING EVENTS (BUT IN NO EVENT MORE
THAN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT OR THE EXISTENCE OF A REASONABLE
PROBABILITY THAT THE EVENT WILL OCCUR):
(I) WHEN THE BORROWER OR ANY OTHER
MEMBER OF THE ERISA GROUP BECOMES OBLIGATED TO MAKE A MATERIAL CONTRIBUTION TO
ANY PENSION PLAN OR MULTIEMPLOYER PLAN, OR AN ENTITY WITH MATERIAL LIABILITY
UNDER TITLE IV OF ERISA BECOMES PART OF THE ERISA GROUP, (II) WHEN A PENSION
PLAN HAS A MATERIAL ACCUMULATED FUNDING DEFICIENCY UNDER SECTION 412 OF THE
CODE, (III) ANY ACTION BY THE BORROWER OR ANY OTHER MEMBER OF THE ERISA GROUP TO
TERMINATE ANY PENSION PLAN SO AS TO INCUR ANY MATERIAL LIABILITY TO THE PBGC OR
UNDER TITLE IV OF ERISA, OR WHEN CIRCUMSTANCES OTHERWISE EXIST WHICH COULD
REASONABLY BY EXPECTED TO RESULT IN ANY MEMBER OF THE ERISA GROUP INCURRING ANY
SUCH MATERIAL LIABILITY AND (IV) ANY ACTION BY THE PBGC TO TERMINATE OR APPOINT
A TRUSTEE TO ADMINISTER A PENSION PLAN OR ASSESS MATERIAL LIABILITY AGAINST A
MEMBER OF THE ERISA GROUP.
IN ADDITION, THE BORROWER SHALL PROMPTLY (BUT IN NO
CASE MORE THAN 30 DAYS FOLLOWING ISSUANCE OR RECEIPT BY ANY MEMBER OF THE ERISA
GROUP) PROVIDE, OR CAUSE TO BE PROVIDED, TO THE LENDER A COPY OF ALL MATERIAL
CORRESPONDENCE BETWEEN SUCH MEMBER OF THE ERISA GROUP AND THE PBGC OR INTERNAL
REVENUE SERVICE RELATING TO ANY OF THE EVENTS DESCRIBED IN THE PRECEDING
SENTENCE OR THE UNDER FUNDED STATUS, TERMINATION OR POSSIBLE TERMINATION OF A
PENSION PLAN.
(K)
NOTICE OF DEFAULTS AND ADVERSE DEVELOPMENTS.
PROMPTLY NOTIFY THE
LENDER UPON THE DISCOVERY BY THE BORROWER OF THE OCCURRENCE OF (I) ANY DEFAULT
OR EVENT OF DEFAULT; (II) THE EXECUTION OF ANY REGULATORY AGREEMENT ENTERED INTO
BY THE BORROWER OR ANY SUBSIDIARY OR THE RECEIPT OF ANY WRITTEN NOTICE OF ANY
REGULATORY ACTION OR PROPOSED REGULATORY ACTION, (III) ANY EVENT, DEVELOPMENT OR
CIRCUMSTANCE WHEREBY THE FINANCIAL STATEMENTS MOST RECENTLY FURNISHED TO THE
LENDER FAIL IN ANY MATERIAL RESPECT TO PRESENT FAIRLY, IN ACCORDANCE WITH GAAP,
THE FINANCIAL CONDITION AND OPERATING RESULTS OF THE BORROWER AND THE
SUBSIDIARIES AS OF THE DATE OF SUCH FINANCIAL STATEMENTS; (IV) ANY LITIGATION OR
PROCEEDINGS THAT ARE INSTITUTED OR THREATENED (TO THE KNOWLEDGE