HAS REASON TO KNOW OF THE
OCCURRENCE OF ANY (I) TERMINATION EVENT IN CONNECTION WITH ANY PENSION PLAN,
(II) NON-EXEMPT "PROHIBITED TRANSACTION" AS DESCRIBED IN SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (III) ACCUMULATED FUNDING DEFICIENCY OR APPLICATION TO
THE SECRETARY OF THE TREASURY FOR A WAIVER OR MODIFICATION OF THE MINIMUM
FUNDING STANDARD (INCLUDING ANY REQUIRED INSTALLMENT PAYMENTS) OR AN EXTENSION
OF ANY AMORTIZATION PERIOD UNDER SECTION 412 OF THE CODE, (IV) INSTITUTION
PURSUANT TO SECTION 515 OF ERISA TO COLLECT A DELINQUENT CONTRIBUTION, OR (V)
MATERIAL LIABILITY BY ANY LOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY
PURSUANT TO ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN SECTION 3(1) OF
ERISA) THAT PROVIDES BENEFITS TO RETIRED EMPLOYEES OR OTHER FORMER EMPLOYEES
(OTHER THAN AS REQUIRED BY SECTION 601 OF ERISA) OR ANY EMPLOYEE PENSION
49
BENEFIT PLAN (AS DEFINED IN SECTION 3(2) OF ERISA) IN ADDITION TO THE LIABILITY
FOR BENEFITS EXISTING ON THE CLOSING DATE PURSUANT TO ANY SUCH WELFARE OR
PENSION PLAN OR PLANS IN CONNECTION WITH ANY PENSION PLAN OR MULTIEMPLOYER PLAN
OR ANY TRUST CREATED THEREUNDER, IF AS A RESULT OF SUCH EVENT OR TRANSACTION,
CONSIDERED TOGETHER WITH OTHER SUCH EVENTS AND TRANSACTIONS OCCURRING WITHIN THE
PRIOR TWO YEARS, THE LOAN PARTIES AND THEIR ERISA AFFILIATES INCUR OR COULD
REASONABLY EXPECT TO INCUR LIABILITIES FROM ALL SUCH EVENTS AND TRANSACTIONS IN
EXCESS OF $5,000,000, SUCH LOAN PARTY SHALL DELIVER TO EACH OF THE LENDERS A
CERTIFICATE, SIGNED BY AN AUTHORIZED OFFICER OF SUCH LOAN PARTY, SPECIFYING THE
NATURE THEREOF, WHAT ACTION SUCH LOAN PARTY OR SUCH ERISA AFFILIATE HAS TAKEN,
IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO, AND ANY ACTION TAKEN OR
THREATENED BY THE INTERNAL REVENUE SERVICE, DEPARTMENT OF LABOR, PBGC, PENSION
PLAN OR MULTIEMPLOYER PLAN, AS APPLICABLE, TO BE TAKEN WITH RESPECT THERETO
(TOGETHER WITH COPIES OF ALL RELEVANT NOTICES OR OTHER COMMUNICATIONS RECEIVED
FROM SUCH ENTITY). FOR THE PURPOSES OF THIS SECTION 6.11, A LOAN PARTY SHALL BE
DEEMED TO HAVE KNOWLEDGE OF ALL FACTS KNOWN BY THE PLAN "ADMINISTRATOR" (AS
DEFINED IN SECTION 3(16)(A) OF ERISA) OF ANY PENSION PLAN OF WHICH SUCH LOAN
PARTY OR ANY OF ITS ERISA AFFILIATES IS THE "PLAN SPONSOR" (AS DEFINED IN
SECTION 3(16)(B) OF ERISA).
(B)
TO THE EXTENT REASONABLY REQUESTED BY ANY LENDER, AS SOON AS
PRACTICABLE AND IN ANY EVENT WITHIN 30 DAYS AFTER THE FILING OF A FORM 5500
SERIES ANNUAL REPORT BY A LOAN PARTY OR ANY OF ITS ERISA AFFILIATES WITH THE
INTERNAL REVENUE SERVICE WITH RESPECT TO EACH PENSION PLAN, SUCH LOAN PARTY
SHALL FURNISH TO SUCH LENDER A COPY OF SUCH FORM 5500 SERIES ANNUAL REPORT AND
THE SCHEDULE B (ACTUARIAL INFORMATION) THERETO (AND SHALL MAKE AVAILABLE FOR
INSPECTION BY SUCH LENDER AT REASONABLE TIMES COPIES OF THE FULL ANNUAL REPORT
WITH RESPECT TO EACH PENSION PLAN).
6.12
SECURITY INTERESTS; ADDITIONAL COLLATERAL.
(A)
PERFORM ANY AND ALL ACTS AND EXECUTE ANY AND ALL DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THE EXECUTION,