OF PRODUCTS OR EQUIPMENT
MANUFACTURED, CONSTRUCTED, SOLD OR OPERATED BY ANY COMPANY OR SERVICES RENDERED
BY IT, AND INSURANCE AGAINST THE LOSS OR DAMAGE TO THE PROPERTY AND BUSINESSES
OF ANY COMPANY NOW OWNED OR HEREAFTER ACQUIRED.
IN ADDITION, (A) EACH BORROWER
AND PARENT COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, (X) NAME
THE AGENT AS AN ADDITIONAL INSURED ON ALL SUCH GENERAL AND COMPREHENSIVE
LIABILITY INSURANCE AND AS LOSS PAYEE ON ALL SUCH PROPERTY INSURANCE; AND (Y)
CAUSE EACH POLICY OF INSURANCE TO PROVIDE THAT SUCH POLICY WILL NOT BE CANCELED
OR MODIFIED (AS TO TERM, COVERAGE, SCOPE, PROPERTY OR RISKS COVERED, OR
OTHERWISE) WITHOUT 30 DAYS PRIOR WRITTEN NOTICE TO THE AGENT; AND (B) PARENT
COMPANY WILL DELIVER COPIES OF THE POLICIES AND ENDORSEMENTS FOR SUCH INSURANCE
TO THE AGENT PROMPTLY AFTER ISSUANCE OR RENEWAL OF EACH.
SECTION 5.11
ERISA COMPLIANCE.
Each Borrower and Parent Company will, and Parent Company will cause each
Company to, at all times:
(A)
MAKE CONTRIBUTIONS TO EACH PLAN IN A TIMELY MANNER AND IN AN
AMOUNT SUFFICIENT TO COMPLY WITH THE MINIMUM FUNDING STANDARDS REQUIREMENTS OF
ERISA AND THE CODE;
(B)
IMMEDIATELY UPON ACQUIRING KNOWLEDGE OF ANY "REPORTABLE EVENT" TO
WHICH THE NOTICE REQUIREMENT HAS NOT BEEN WAIVED OR OF ANY "PROHIBITED
TRANSACTION" (AS SUCH TERMS ARE DEFINED IN THE CODE OR ERISA, AS APPLICABLE) IN
CONNECTION WITH A PLAN, FURNISH THE AGENT WITH A STATEMENT EXECUTED BY AN
AUTHORIZED OFFICER OF SUCH COMPANY, SETTING FORTH THE DETAILS THEREOF AND THE
ACTION WHICH SUCH COMPANY PROPOSES TO TAKE WITH RESPECT THERETO AND, WHEN KNOWN,
ANY ACTION TAKEN BY THE INTERNAL REVENUE SERVICE WITH RESPECT THERETO;
(C)
NOTIFY THE AGENT IMMEDIATELY UPON RECEIPT BY ANY COMPANY OF ANY
NOTICE OF AN INTEREST BY THE PBGC TO TERMINATE OR APPOINT A TRUSTEE OR OF THE
INSTITUTION OF ANY PROCEEDING OR OTHER ACTION WHICH MAY RESULT IN THE
TERMINATION OF ANY PLAN AND FURNISH TO THE AGENT COPIES OF SUCH NOTICE;
(D)
FURNISH THE AGENT WITH COPIES OF EACH ANNUAL REPORT (TOGETHER WITH
ALL RELATED SCHEDULES AND ATTACHMENTS) FOR EACH PLAN FILED WITH THE INTERNAL
REVENUE SERVICE NOT LATER THAN 30 DAYS AFTER SUCH REPORT HAS BEEN FILED; AND
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(E)
FURNISH THE AGENT WITH COPIES OF ANY REQUEST FOR WAIVER OF THE
FUNDING STANDARDS OR EXTENSION OF THE AMORTIZATION PERIODS REQUIRED BY SECTIONS
303 AND 304 OF ERISA OR SECTION 412 OF THE CODE PROMPTLY AFTER THE REQUEST IS
SUBMITTED TO THE SECRETARY OF THE TREASURY, THE DEPARTMENT OF LABOR OR THE
INTERNAL REVENUE SERVICE, AS THE CASE MAY BE.
SECTION 5.12
FURTHER ASSURANCES.
EACH BORROWER AND PARENT COMPANY WILL,
AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, CURE AND CAUSE TO BE CURED
PROMPTLY ANY DEFECTS OR DEFICIENCIES IN THE EXECUTION, DELIVERY, CREATION OR
ISSUANCE OF THE LOAN DOCUMENTS, OR ANY OF THEM, AND ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY.
IN ADDITION, EACH BORROWER AND PARENT COMPANY WILL, AND
PARENT COMPANY WILL CAUSE EACH COMPANY TO, PROMPTLY MAKE, EXECUTE