INFORMATION AS MAY
BE REASONABLY AVAILABLE TO IT THAT WOULD NOT JEOPARDIZE ANY ATTORNEY-CLIENT
PRIVILEGE BY DISCLOSURE TO THE LENDER TO ENABLE LENDER AND ITS COUNSEL TO
EVALUATE SUCH MATTERS.
(D)
ERISA NOTICES.
DELIVER OR CAUSE TO BE
DELIVERED TO THE LENDER, AT THE BORROWER'S EXPENSE, THE FOLLOWING INFORMATION
AND NOTICES AS SOON AS REASONABLY POSSIBLE, AND IN ANY EVENT:
(I)
WITHIN TEN (10) BUSINESS DAYS AFTER ANY
MEMBER OF THE CONTROLLED GROUP OBTAINS KNOWLEDGE THAT A TERMINATION EVENT HAS
OCCURRED WHICH COULD REASONABLY
55
BE EXPECTED TO SUBJECT THE BORROWER OR ITS SUBSIDIARIES TO LIABILITY
INDIVIDUALLY OR IN THE AGGREGATE IN EXCESS OF $3,000,000, A WRITTEN STATEMENT OF
THE CHIEF FINANCIAL OFFICER OF THE BORROWER DESCRIBING SUCH TERMINATION EVENT
AND THE ACTION, IF ANY, WHICH THE MEMBER OF THE CONTROLLED GROUP HAS TAKEN, IS
TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO, AND WHEN KNOWN, ANY ACTION
TAKEN OR THREATENED BY THE IRS, DOL OR PBGC WITH RESPECT THERETO;
(II)
WITHIN TEN (10) BUSINESS DAYS AFTER THE
FILING OF ANY FUNDING WAIVER REQUEST WITH THE IRS, A COPY OF SUCH FUNDING WAIVER
REQUEST AND THEREAFTER ALL COMMUNICATIONS RECEIVED BY THE BORROWER OR A MEMBER
OF THE CONTROLLED GROUP WITH RESPECT TO SUCH REQUEST WITHIN TEN (10) BUSINESS
DAYS SUCH COMMUNICATION IS RECEIVED;
(III)
WITHIN TEN (10) BUSINESS DAYS AFTER THE
BORROWER OR ANY MEMBER OR THE CONTROLLED GROUP KNOWS OR HAS REASON TO KNOW THAT
(A) A MULTIEMPLOYER PLAN HAS BEEN TERMINATED, (B) THE ADMINISTRATOR OR PLAN
SPONSOR OF A MULTIEMPLOYER PLAN INTENDS TO TERMINATE A MULTIEMPLOYER PLAN, OR
(C) THE PBGC HAS INSTITUTED OR WILL INSTITUTE PROCEEDINGS UNDER SECTION 4042 OF
ERISA TO TERMINATE A MULTIEMPLOYER PLAN, A NOTICE DESCRIBING SUCH MATTER; AND
(IV)
WITHIN TEN (10) BUSINESS DAYS AFTER THE
BORROWER OR ANY MEMBER OF THE CONTROLLED GROUP FAILS TO MAKE A REQUIRED
INSTALLMENT OR ANY OTHER REQUIRED PAYMENT TO A BENEFIT PLAN WHICH COULD RESULT
IN THE IMPOSITION OF A LIEN UNDER SECTION 412(A) OF THE CODE, A NOTICE THEREOF.
For purposes of this Section 7.1 (D), the Borrower and any member of the
Controlled Group shall be deemed to know all facts known by the administrator of
any Plan of which the Borrower or any member of the Controlled Group is the plan
sponsor.
(E)
LABOR MATTERS.
NOTIFY THE LENDER IN
WRITING, PROMPTLY UPON AN AUTHORIZED OFFICER OF THE BORROWER LEARNING OF (I) ANY
MATERIAL LABOR DISPUTE TO WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY
BECOME A PARTY, INCLUDING, WITHOUT LIMITATION, ANY STRIKES, LOCKOUTS OR OTHER
DISPUTES RELATING TO SUCH PERSONS' PLANTS AND OTHER FACILITIES, WHICH DISPUTE
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) ANY
WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT LIABILITY INCURRED WITH
RESPECT TO THE CLOSING OF ANY PLANT OR OTHER FACILITY OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(F)
OTHER INDEBTEDNESS.
DELIVER TO THE LENDER
(I) A COPY OF EACH REGULAR REPORT,