RESPECT TO SUCH INSURANCE AND SUCH SUPPLEMENTAL REPORTS WITH RESPECT THERETO AS
THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST.
SECTION 5.05
OBLIGATIONS AND TAXES.
(A)
PAY ITS INDEBTEDNESS AND OTHER
OBLIGATIONS PROMPTLY AND IN ACCORDANCE WITH THEIR TERMS AND PAY AND DISCHARGE
PROMPTLY WHEN DUE 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, 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 THE
VALIDITY OR AMOUNT THEREOF SHALL BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND THE APPLICABLE COMPANY SHALL HAVE SET ASIDE ON ITS BOOKS
ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP AND 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, IN THE CASE OF
COLLATERAL, THE APPLICABLE COMPANY SHALL HAVE OTHERWISE COMPLIED WITH THE
CONTESTED COLLATERAL LIEN CONDITIONS.
(B)
TIMELY AND CORRECTLY FILE ALL MATERIAL TAX
RETURNS REQUIRED TO BE FILED BY IT.
SECTION 5.06
EMPLOYEE BENEFITS.
(A)
WITH RESPECT TO EACH PLAN, COMPLY IN ALL
MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA AND THE CODE AND
(B) FURNISH TO THE ADMINISTRATIVE AGENT (X) AS SOON AS POSSIBLE AFTER, AND IN
ANY EVENT WITHIN 10 DAYS AFTER ANY RESPONSIBLE OFFICER OF THE COMPANIES OR THEIR
ERISA AFFILIATES OR ANY ERISA AFFILIATE 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 THEIR
ERISA AFFILIATES IN AN AGGREGATE AMOUNT EXCEEDING $500,000 OR THE IMPOSITION OF
A LIEN, A STATEMENT OF A FINANCIAL OFFICER OF HOLDINGS SETTING FORTH DETAILS AS
TO SUCH ERISA EVENT AND THE ACTION, IF ANY, THAT THE COMPANIES PROPOSE TO TAKE
WITH RESPECT THERETO, AND (Y) UPON REQUEST BY
65
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 CONCERNING AN ERISA EVENT; AND (IV) SUCH OTHER
DOCUMENTS OR GOVERNMENTAL REPORTS OR FILINGS RELATING TO ANY PLAN (OR EMPLOYEE
BENEFIT PLAN SPONSORED OR CONTRIBUTED TO BY ANY COMPANY) AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST.
SECTION 5.07
MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
KEEP
PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL,