ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR
UPON ITS INCOME OR PROFITS OR IN RESPECT OF ITS PROPERTY, BEFORE THE SAME SHALL
BECOME DELINQUENT OR IN DEFAULT, AS WELL AS ALL LAWFUL CLAIMS FOR LABOR,
SERVICES, MATERIALS AND SUPPLIES OR OTHERWISE THAT, IF UNPAID, MIGHT GIVE RISE
TO A LIEN OTHER THAN A PERMITTED LIEN UPON SUCH PROPERTIES OR ANY PART THEREOF;
PROVIDED THAT SUCH PAYMENT AND DISCHARGE SHALL NOT BE REQUIRED WITH RESPECT TO
ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM SO LONG AS (X)(I) THE VALIDITY
OR AMOUNT THEREOF SHALL BE CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
TIMELY INSTITUTED AND DILIGENTLY CONDUCTED AND THE APPLICABLE COMPANY SHALL HAVE
SET ASIDE ON ITS BOOKS ADEQUATE RESERVES OR OTHER APPROPRIATE PROVISIONS WITH
RESPECT THERETO IN ACCORDANCE WITH GAAP, (II) SUCH CONTEST OPERATES TO SUSPEND
COLLECTION OF THE CONTESTED OBLIGATION, TAX, ASSESSMENT OR CHARGE AND
ENFORCEMENT OF A LIEN OTHER THAN A PERMITTED LIEN AND (III) IN THE CASE OF
COLLATERAL, THE APPLICABLE COMPANY SHALL HAVE OTHERWISE COMPLIED WITH THE
CONTESTED COLLATERAL LIEN CONDITIONS AND (Y) THE FAILURE TO PAY COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
FILING OF RETURNS. TIMELY (SUBJECT TO ANY EXTENSIONS GRANTED BY
THE APPLICABLE GOVERNMENTAL AUTHORITY) AND CORRECTLY FILE ALL MATERIAL TAX
RETURNS REQUIRED TO BE FILED BY IT. WITHHOLD, COLLECT AND REMIT ALL TAXES THAT
IT IS REQUIRED TO COLLECT, WITHHOLD OR REMIT.
(C)
TAX SHELTER REPORTING. BORROWER DOES NOT INTEND TO TREAT THE LOANS
AS BEING A "REPORTABLE TRANSACTION" WITHIN THE MEANING OF TREASURY REGULATION
SECTION 1.6011-4. IN THE EVENT BORROWER DETERMINES TO TAKE ANY ACTION
INCONSISTENT WITH SUCH INTENTION, IT WILL PROMPTLY NOTIFY THE ADMINISTRATIVE
AGENT THEREOF.
SECTION 5.06
EMPLOYEE BENEFITS. (A) COMPLY IN ALL MATERIAL RESPECTS
WITH THE APPLICABLE PROVISIONS OF ERISA AND THE CODE WITH RESPECT TO ANY
EMPLOYEE BENEFIT PLAN AND (B) FURNISH TO THE ADMINISTRATIVE AGENT (X) AS SOON AS
POSSIBLE AFTER, AND IN ANY EVENT WITHIN 5 DAYS AFTER ANY RESPONSIBLE OFFICER OF
ANY COMPANY OR ANY ERISA AFFILIATES OF ANY COMPANY KNOWS OR HAS REASON TO KNOW
THAT, ANY ERISA EVENT HAS OCCURRED THAT, ALONE OR TOGETHER WITH ANY OTHER ERISA
EVENT COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE COMPANIES OR
ANY OF THEIR ERISA AFFILIATES IN AN AGGREGATE AMOUNT EXCEEDING $500,000 OR THE
IMPOSITION OF A LIEN, A STATEMENT OF A FINANCIAL OFFICER OF BORROWER SETTING
FORTH DETAILS AS TO SUCH ERISA EVENT
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AND THE ACTION, IF ANY, THAT THE COMPANIES PROPOSE TO TAKE WITH RESPECT THERETO,
AND (Y) UPON REQUEST BY THE ADMINISTRATIVE AGENT, COPIES OF (I) EACH SCHEDULE B
(ACTUARIAL INFORMATION) TO THE ANNUAL REPORT (FORM 5500 SERIES) FILED BY ANY
COMPANY OR ANY ERISA AFFILIATE WITH THE INTERNAL REVENUE SERVICE WITH RESPECT TO
EACH PLAN; (II) THE MOST RECENT ACTUARIAL VALUATION REPORT FOR EACH PLAN;
(III) ALL NOTICES RECEIVED BY ANY COMPANY OR ANY ERISA AFFILIATE FROM A
MULTIEMPLOYER PLAN SPONSOR OR ANY GOVERNMENTAL AGENCY