409 OR 502(I) OR 502(L) OF ERISA OR WITH RESPECT TO A
GROUP HEALTH PLAN (AS DEFINED IN SECTION 607(1) OF ERISA OR
SECTION 4980B(G)(2) OF THE CODE) UNDER SECTION 4980B OF THE CODE; OR THAT
50
HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS MAY INCUR ANY MATERIAL LIABILITY PURSUANT
TO ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN SECTION 3(1) OF ERISA) THAT
PROVIDES BENEFITS TO RETIRED EMPLOYEES OR OTHER FORMER EMPLOYEES (OTHER THAN AS
REQUIRED BY PART 6 OF TITLE I, SUBPART B) OF ERISA AND SECTION 4980B OF THE
CODE) OR ANY PLAN OR ANY FOREIGN PENSION PLAN IN ADDITION TO THE LIABILITY THAT
EXISTED ON THE RESTATEMENT EFFECTIVE DATE PURSUANT TO ANY SUCH PLAN OR PLANS.
THE BORROWER WILL DELIVER TO EACH OF THE LENDERS (I) A COMPLETE COPY OF THE
ANNUAL REPORT (ON INTERNAL REVENUE SERVICE FORM 5500-SERIES) OF EACH PLAN
(INCLUDING, TO THE EXTENT REQUIRED, THE RELATED FINANCIAL AND ACTUARIAL
STATEMENTS AND OPINIONS AND OTHER SUPPORTING STATEMENTS, CERTIFICATIONS,
SCHEDULES AND INFORMATION) REQUIRED TO BE FILED WITH THE INTERNAL REVENUE
SERVICE AND (II) COPIES OF ANY RECORDS, DOCUMENTS OR OTHER INFORMATION THAT MUST
BE FURNISHED TO THE PBGC WITH RESPECT TO ANY PLAN PURSUANT TO SECTION 4010 OF
ERISA; PROVIDED THAT IN THE CASE OF ANY PLAN THAT IS AN ERISA AFFILIATE PLAN,
THE FOREGOING SHALL ONLY BE REQUIRED TO BE DELIVERED UPON THE REASONABLE REQUEST
OF THE LENDER.
IN ADDITION TO ANY CERTIFICATES OR NOTICES DELIVERED TO THE
LENDER PURSUANT TO THE FIRST SENTENCE HEREOF, COPIES OF ANNUAL REPORTS AND ANY
RECORDS, DOCUMENTS OR OTHER INFORMATION REQUIRED TO BE FURNISHED TO THE PBGC,
AND ANY MATERIAL NOTICES RECEIVED BY HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS WITH
RESPECT TO ANY PLAN OR FOREIGN PENSION PLAN SHALL BE DELIVERED TO THE LENDERS NO
LATER THAN THIRTY DAYS AFTER THE DATE SUCH ANNUAL REPORT HAS BEEN FILED WITH THE
INTERNAL REVENUE SERVICE OR SUCH RECORDS, DOCUMENTS AND/OR INFORMATION HAS BEEN
FURNISHED TO THE PBGC OR SUCH NOTICE HAS BEEN RECEIVED BY HOLDINGS OR ANY OF ITS
SUBSIDIARIES, AS APPLICABLE.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY
TO, ENSURE THAT ALL FOREIGN PENSION PLANS ADMINISTERED BY IT OR INTO WHICH IT
MAKES PAYMENTS OBTAINS OR RETAINS (AS APPLICABLE) REGISTERED STATUS UNDER AND AS
REQUIRED BY APPLICABLE LAW AND IS ADMINISTERED IN A TIMELY MANNER IN ALL
RESPECTS IN COMPLIANCE WITH ALL APPLICABLE LAWS EXCEPT WHERE THE FAILURE TO DO
ANY OF THE FOREGOING WOULD NOT BE REASONABLY LIKELY TO RESULT IN A MATERIAL
ADVERSE EFFECT.
7.08
GOOD REPAIR.
HOLDINGS WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
ENSURE THAT ITS MATERIAL PROPERTIES AND EQUIPMENT USED OR USEFUL IN ITS BUSINESS
ARE KEPT IN GOOD REPAIR, WORKING ORDER AND CONDITION, NORMAL WEAR AND TEAR
EXCEPTED, AND, SUBJECT TO SECTION 8.05, THAT FROM TIME TO TIME THERE ARE MADE IN
SUCH PROPERTIES AND EQUIPMENT ALL NEEDFUL AND PROPER REPAIRS, RENEWALS,
REPLACEMENTS, EXTENSIONS, ADDITIONS, BETTERMENTS AND IMPROVEMENTS THERETO, TO
THE EXTENT AND IN THE MANNER CUSTOMARY FOR COMPANIES IN