SET FORTH IN CLAUSE (I) OF THIS SECTION
7.1(C), UPON REQUEST OF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (WHICH
REQUESTS SHALL BE MADE NO MORE THAN ONCE A QUARTER), PROMPTLY GIVE WRITTEN
NOTICE OF THE STATUS OF ANY ACTION, SUIT, PROCEEDING, GOVERNMENTAL INVESTIGATION
OR ARBITRATION COVERED BY A REPORT DELIVERED PURSUANT TO CLAUSE (I) ABOVE AND
PROVIDE SUCH OTHER INFORMATION AS MAY BE REASONABLY AVAILABLE TO IT THAT WOULD
NOT JEOPARDIZE ANY ATTORNEY-CLIENT PRIVILEGE BY DISCLOSURE TO THE LENDERS TO
ENABLE EACH LENDER AND THE ADMINISTRATIVE AGENT AND ITS COUNSEL TO EVALUATE SUCH
MATTERS.
(D)
ERISA NOTICES.
DELIVER OR CAUSE TO BE
DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, 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 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
58
PAYMENT TO A BENEFIT PLAN WHICH COULD RESULT IN THE IMPOSITION OF A LIEN UNDER
SECTION 412(A) OF TILE 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 ADMINISTRATIVE
AGENT AND THE LENDERS 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