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
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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.
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 A MATERIAL ADVERSE EFFECT OR THE IMPOSITION OF A LIEN, A
STATEMENT OF A FINANCIAL OFFICER OF BORROWER 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 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, TRUE AND CORRECT ENTRIES
IN CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW ARE MADE OF ALL