are necessary in the conduct of its business as it is
conducted from time to time, in good working order and condition subject to
ordinary wear and tear where any failure to do so could be reasonably expected
to have a Material Adverse Effect.
19.20
ERISA
(A)
AS SOON AS POSSIBLE AND, IN ANY EVENT,
WITHIN 20 DAYS AFTER THE BORROWER OR ANY OBLIGOR KNOWS OR HAS REASON TO KNOW OF
THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN PARAGRAPH (B) OF THIS CLAUSE
19.20, THE BORROWER OR SUCH OBLIGOR WILL DELIVER TO THE FACILITY AGENT IN
SUFFICIENT COPIES FOR EACH LENDER A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF THE BORROWER OR SUCH OBLIGOR SETTING OUT FULL DETAILS AS TO SUCH OCCURRENCE
AND THE ACTION, IF ANY, THAT THE RELEVANT MEMBER OF THE GROUP OR ERISA AFFILIATE
IS REQUIRED OR PROPOSES TO TAKE, TOGETHER WITH ANY NOTICES REQUIRED OR PROPOSED
TO BE GIVEN OR FILED BY SUCH MEMBER OF THE GROUP, THE PLAN ADMINISTRATOR OR SUCH
ERISA AFFILIATE TO OR WITH ANY GOVERNMENT AGENCY, OR A PLAN PARTICIPANT AND ANY
NOTICES RECEIVED BY SUCH MEMBER OF THE GROUP OR ERISA AFFILIATE FROM ANY
GOVERNMENT AGENCY, OR A PLAN PARTICIPANT WITH RESPECT TO IT.
(B)
THE EVENTS REFERRED TO IN PARAGRAPH (A) OF
THIS CLAUSE 19.20 ARE:
(I)
ANY CONTRIBUTION REQUIRED TO BE MADE WITH
RESPECT TO A PLAN OR FOREIGN PENSION PLAN IS NOT MADE BEFORE OR WITHIN 30 DAYS
FOLLOWING THE TIME LIMIT THEREFOR;
(II)
ANY MEMBER OF THE GROUP OR ANY ERISA
AFFILIATE INCURS OR IS REASONABLY EXPECTED TO INCUR ANY MATERIAL LIABILITY WITH
RESPECT TO A PLAN UNDER SECTION 4975 OR 4980 OF THE CODE OR SECTION 409,
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) MAINTAINED BY THE
BORROWER OR ANY MEMBER OF THE GROUP UNDER SECTION 4980B OF THE CODE; AND
(III)
ANY MEMBER OF THE GROUP INCURS OR REASONABLY
EXPECTS TO 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 SECTION 601 OF
ERISA).
95
(C)
SUBJECT TO ALL APPLICABLE DATA PROTECTION
LAWS, THE ULTIMATE PARENT SHALL PROCURE THAT EACH MEMBER OF THE GROUP WILL
DELIVER TO THE FACILITY AGENT IN SUFFICIENT COPIES FOR EACH OF THE LENDERS:
(I)
A COMPLETE COPY OF THE ANNUAL REPORT (ON
INTERNAL REVENUE SERVICE FORM 5500-SERIES (INCLUDING, TO THE EXTENT REQUIRED,
THE RELATED FINANCIAL AND ACTUARIAL STATEMENTS AND OPINIONS AND OTHER SUPPORTING
STATEMENTS, CERTIFICATIONS, SCHEDULES AND INFORMATION)) OF EACH PLAN REQUIRED TO
BE FILED WITH THE INTERNAL REVENUE SERVICE AND/OR THE DEPARTMENT OF LABOR;
(II)
COPIES OF ANNUAL REPORTS AND ANY RECORDS,
DOCUMENTS OR OTHER INFORMATION REQUIRED TO BE FURNISHED BY SUCH MEMBER OF THE
GROUP OR ANY ERISA AFFILIATE WITH RESPECT TO ANY PLAN TO ANY GOVERNMENT AGENCY;
AND
(III)
ANY MATERIAL