BORROWERS SHALL, OR SHALL
CAUSE THEIR RESPECTIVE AFFILIATES (AS DEFINED SOLELY IN THE SECOND SENTENCE OF
SECTION 1.2) TO:
(I)
FUND ON A TIMELY BASIS EACH PENSION PLAN AS REQUIRED BY THE
PROVISIONS OF SECTION 412 OF THE CODE AND SECTION 302 OF ERISA;
(II)
CAUSE EACH PENSION PLAN TO PAY ALL BENEFITS WHEN DUE IN
ACCORDANCE WITH APPLICABLE LAW; AND
(III)
FURNISH TO THE AGENT (A) WRITTEN NOTICE OF THE OCCURRENCE OF A
REPORTABLE EVENT (AS SUCH TERM IS DEFINED IN SECTION 4043 OF ERISA), SUCH NOTICE
TO BE GIVEN WITHIN THIRTY (30) DAYS AFTER SUCH BORROWER OR ANY AFFILIATE KNOWS
OR HAS REASON TO KNOW THAT A REPORTABLE EVENT HAS OCCURRED WITH RESPECT TO A
PENSION PLAN; (B) A COPY OF ANY REQUEST FOR A WAIVER OF THE FUNDING STANDARDS OR
AN EXTENSION OF THE AMORTIZATION PERIODS REQUIRED UNDER SECTION 412 OF THE CODE
AND SECTION 302 OF ERISA, SUCH COPY TO BE FURNISHED NO LATER THAN THE DATE OF
SUBMISSION OF THE REQUEST TO THE DEPARTMENT OF LABOR OR TO THE INTERNAL REVENUE
SERVICE (THE "IRS"), AS THE CASE MAY BE; (C) A COPY OF ANY NOTICE OF INTENT TO
TERMINATE ANY PENSION PLAN SUCH COPY TO BE FURNISHED NO LATER THAN THE DATE OF
SUBMISSION TO THE PBGC OR, IF EARLIER, THE DATE ON WHICH THOSE PARTICIPATING IN
THE PENSION PLAN ARE NOTIFIED OF THE INTENDED TERMINATION; AND (D) NOTICE THAT
ANY BORROWER OR ANY AFFILIATE, WILL OR MAY INCUR ANY LIABILITY TO OR ON ACCOUNT
OF A PENSION PLAN UNDER SECTION 4062, 4063, 4064, 4201 OR 4204 OF ERISA, SUCH
NOTICE TO BE GIVEN WITHIN TEN (10) DAYS AFTER SUCH BORROWER OR ANY AFFILIATE
KNOWS OR HAS REASON TO KNOW THEREOF.
ANY NOTICE TO BE PROVIDED TO THE AGENT
UNDER THIS SECTION SHALL INCLUDE A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF
SUCH BORROWER SETTING FORTH DETAILS AS TO SUCH OCCURRENCE AND THE ACTION, IF
ANY, WHICH SUCH BORROWER OR SUCH AFFILIATE IS REQUIRED OR PROPOSES TO TAKE,
TOGETHER WITH ANY NOTICES REQUIRED OR PROPOSED TO BE FILED WITH OR BY SUCH
BORROWER, SUCH AFFILIATE, THE PBGC, THE IRS, THE TRUSTEE OR THE PLAN
ADMINISTRATOR WITH RESPECT THERETO.
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5.13.2
EACH BORROWER SHALL FURNISH TO THE AGENT, PROMPTLY UPON THE REQUEST
OF THE AGENT OR ANY BANK, A COPY OF THE ANNUAL REPORT OF EACH PENSION PLAN OR
PLAN (FORM 5500 OR COMPARABLE FORM) REQUIRED TO BE FILED WITH THE IRS AND/OR THE
DEPARTMENT OF LABOR.
5.13.3
PROMPTLY AFTER THE ADOPTION OF ANY PLAN (OTHER THAN A PLAN WHICH IS
INTENDED TO SUBSTITUTE A PLAN LISTED IN EXHIBIT B ATTACHED HERETO AND IS
SUBSTANTIALLY SIMILAR TO SUCH PLAN LISTED IN EXHIBIT B) OR PENSION PLAN SUBJECT
TO ERISA OR OF ANY AMENDMENT TO ANY PENSION PLAN WHICH RESULTS IN A SIGNIFICANT
UNDER-FUNDING WITHIN THE MEANING OF SECTION 401(A)(29) OF THE CODE AND
SECTION 307 OF ERISA, EACH BORROWER SHALL NOTIFY THE AGENT OF SUCH ADOPTION AND
OF THE VESTING AND FUNDING SCHEDULES AND OTHER