IN THE SAME CURRENCY
AS THE LETTER OF CREDIT REQUESTED, SHALL BE THE EQUIVALENT OF THE FACE AMOUNT OF
THE REQUESTED NON-U.S. DOLLAR LETTER(S) OF CREDIT.
IF, AT ANY TIME, THE OBLIGOR
REQUESTS A LETTER OF CREDIT AND DEPOSITS INTO THE CUSTODIAL ACCOUNT INVESTMENTS
WHICH ARE NOT THE SAME CURRENCY AS THE REQUESTED LETTER OF CREDIT, THE OBLIGOR
MUST MAINTAIN AN ADJUSTED COLLATERAL VALUE OF NOT LESS THAN 110% OF THE DOLLAR
EQUIVALENT OF THE FACE AMOUNT OF SUCH REQUESTED LETTER OF CREDIT.
THE OBLIGOR
AGREES THAT IF THE REQUIRED ADJUSTED COLLATERAL VALUE OF THE COLLATERAL IN THE
CUSTODIAL ACCOUNT IS LESS THAN THE SUM OF THE LETTER OF CREDIT OBLIGATIONS AND
THE REIMBURSEMENT OBLIGATIONS, THE OBLIGOR SHALL IMMEDIATELY, AND IN NO EVENT NO
LATER THAN 5:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY IMMEDIATELY FOLLOWING
THE DATE OF NOTICE BY ANY FINANCE PARTY, PAY TO THE CUSTODIAN THE AMOUNT OF ANY
SUCH DEFICIENCY, WHICH PAYMENT SHALL BE DEPOSITED BY THE CUSTODIAN INTO THE
APPLICABLE CUSTODIAL ACCOUNT IN THE FORM OF CASH OR INVESTMENTS.
AT ANY TIME,
OTHER THAN AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF A DEFAULT OR AN
EVENT OF DEFAULT, THE OBLIGOR MAY SUBSTITUTE COLLATERAL TO THE EXTENT SUCH
SUBSTITUTION ARISES FROM NORMAL TRADE ACTIVITIES WITHIN THE CUSTODIAL ACCOUNT IN
ACCORDANCE WITH THE PROVISIONS OF CLAUSE 1 OF THE SECURITY AGREEMENT BETWEEN THE
OBLIGOR AND THE SECURITY AGENT.
5.1.5
ERISA:
THE OBLIGOR SHALL NOT:
(A)
ALLOW, OR PERMIT ANY OF ITS ERISA AFFILIATES WHICH ARE
SUBSIDIARIES OF THE OBLIGOR TO ALLOW (I) ANY SINGLE EMPLOYER PLAN WITH RESPECT
TO WHICH THE OBLIGOR OR ITS ERISA AFFILIATES WHICH ARE SUBSIDIARIES OF THE
OBLIGOR MAY HAVE ANY LIABILITY TO TERMINATE, (II) THE OBLIGOR OR ANY OF ITS
ERISA AFFILIATES WHICH ARE SUBSIDIARIES OF THE OBLIGOR TO WITHDRAW FROM ANY
SINGLE EMPLOYER PLAN AND, IF APPLICABLE, A MULTIEMPLOYER PLAN, OR (III) ANY
ACCUMULATED FUNDING DEFICIENCY (AS DEFINED IN SECTION 302 OF ERISA AND SECTION
412 OF THE CODE), WHETHER OR NOT WAIVED, TO EXIST INVOLVING ANY OF ITS SINGLE
EMPLOYER PLANS, TO THE EXTENT THAT ANY OF THE EVENTS DESCRIBED IN (I), (II) OR
(III), SINGLY OR IN THE AGGREGATE, COULD HAVE A MATERIAL ADVERSE EFFECT; OR
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(B)
FAIL, OR PERMIT ANY OF ITS ERISA AFFILIATES WHICH ARE
SUBSIDIARIES OF THE OBLIGOR TO FAIL, TO COMPLY WITH ERISA OR OTHER RELATED
PROVISIONS OF THE CODE, IF ANY SUCH NON-COMPLIANCE, SINGLY OR IN THE AGGREGATE,
WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
5.1.6
FINANCIAL TESTING: THE FINANCIAL COVENANTS SET
OUT IN SUB-CLAUSES 5.6.1(B)(XX), 5.6.3(C)(II)(11), 6.1.2 AND 6.1.3 BELOW SHALL
BE TESTED BY REFERENCE TO EACH OF THE FINANCIAL STATEMENTS AND/OR EACH
COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO SUB-CLAUSE 5.1.2(I) (COMPLIANCE
CERTIFICATE).
5.2
BOOKS, RECORDS AND INSPECTIONS
The Obligor shall (i) keep, and will cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and correct entries in
conformity with GAAP or SAP, as applicable, shall be made of