ERISA;
(E)
AT THE REQUEST OF ANY LENDER, DELIVER TO SUCH LENDER (AND A COPY
TO ADMINISTRATIVE AGENT) A COMPLETE COPY OF THE MOST RECENT ANNUAL REPORT (FORM
5500) OF EACH PLAN REQUIRED TO BE FILED WITH THE INTERNAL REVENUE SERVICE; AND
(F)
AT THE REQUEST OF ANY LENDER, DELIVER TO SUCH LENDER (AND A COPY
TO ADMINISTRATIVE AGENT) COPIES OF THE MOST RECENT ANNUAL REPORTS RECEIVED BY
BORROWER OR ANY SUBSIDIARY OF BORROWER OR ANY ERISA AFFILIATE WITH RESPECT TO
ANY PLAN OR FOREIGN PENSION PLAN NO LATER THAN TEN (10) DAYS AFTER THE DATE OF
SUCH REQUEST.
(B)
BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
ESTABLISH, MAINTAIN AND OPERATE ALL FOREIGN PENSION PLANS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL LAWS, REGULATIONS AND RULES APPLICABLE THERETO AND
THE RESPECTIVE REQUIREMENTS OF THE GOVERNING DOCUMENTS FOR SUCH PLANS.
7.8
MAINTENANCE OF PROPERTY; INSURANCE.
(I) KEEP AND CAUSE EACH OF ITS
RESTRICTED SUBSIDIARIES TO KEEP, ALL MATERIAL PROPERTY (INCLUDING, BUT NOT
LIMITED TO, EQUIPMENT) USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING
ORDER AND CONDITION, NORMAL WEAR AND TEAR AND DAMAGE BY CASUALTY EXCEPTED, (II)
MAINTAIN ON BEHALF OF ITS RESTRICTED SUBSIDIARIES OR SHALL CAUSE EACH OF ITS
RESTRICTED SUBSIDIARIES TO MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS, INSURANCE WITH RESPECT TO ITS MATERIAL PROPERTIES AND BUSINESS AGAINST
LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY PERSONS ENGAGED IN
THE SAME OR SIMILAR BUSINESS, OF SUCH TYPES AND IN SUCH AMOUNTS AS ARE
CUSTOMARILY CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER PERSONS.
SUCH
INSURANCE SHALL BE MAINTAINED WITH FINANCIALLY SOUND AND REPUTABLE INSURERS,
EXCEPT THAT A PORTION OF SUCH INSURANCE PROGRAM (NOT TO EXCEED THAT WHICH IS
CUSTOMARY IN THE CASE OF COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESS OR
HAVING SIMILAR PROPERTIES SIMILARLY SITUATED) MAY BE EFFECTED THROUGH
SELF-INSURANCE, PROVIDED ADEQUATE RESERVES THEREFOR, IN ACCORDANCE WITH GAAP,
ARE MAINTAINED.
ALL INSURANCE POLICIES OR CERTIFICATES (OR CERTIFIED COPIES
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THEREOF) WITH RESPECT TO SUCH INSURANCE (A) SHALL BE ENDORSED TO THE COLLATERAL
AGENT'S REASONABLE SATISFACTION FOR THE BENEFIT OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES (INCLUDING, WITHOUT LIMITATION, BY NAMING THE
COLLATERAL AGENT AS LOSS PAYEE OR ADDITIONAL INSURED, AS APPROPRIATE); AND (B)
SHALL STATE THAT SUCH INSURANCE POLICY SHALL NOT BE CANCELLED OR REVISED WITHOUT
THIRTY DAYS' PRIOR WRITTEN NOTICE THEREOF BY THE INSURER TO ADMINISTRATIVE AGENT
AND (III) FURNISH TO ADMINISTRATIVE AGENT, ON THE CLOSING DATE AND ON THE DATE
OF DELIVERY OF EACH ANNUAL FINANCIAL STATEMENT, FULL INFORMATION AS TO THE
INSURANCE CARRIED.
AT ANY TIME THAT INSURANCE AT LEVELS DESCRIBED IN SCHEDULE
7.8 IS NOT BEING MAINTAINED BY OR ON BEHALF OF BORROWER OR ANY OF ITS
SUBSIDIARIES, BORROWER WILL NOTIFY THE LENDERS IN WRITING WITHIN TWO BUSINESS
DAYS THEREOF AND, IF THEREAFTER NOTIFIED BY ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS TO DO SO, BORROWER OR ANY SUCH SUBSIDIARY, AS THE CASE MAY BE, SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN INSURANCE AT