THE PROVISIONS OF THIS AGREEMENT (INCLUDING BUT
NOT LIMITED TO THIS SECTION 8.6).
THE STOCKHOLDER AND PARENT SHALL COOPERATE
WITH EACH OTHER (AND CAUSE THE TRUSTEES OF THE UIC PLAN AND THE PARENT PENSION
PLAN TO COOPERATE WITH EACH OTHER) WITH RESPECT TO THE TRANSFER PURSUANT TO THIS
SECTION 8.6(B).
56
(C)
EFFECTIVE AS OF THE CLOSING DATE, THE RETAINED EMPLOYEES WHO HAVE
AN ACCOUNT BALANCES IN THE UIC 401(K) RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
DETROIT STOKER COMPANY AND MIDWEST METALLURGICAL LABORATORY, INC. (THE "UIC
401(K) PLAN") SHALL BE ENTITLED TO RECEIVE DISTRIBUTIONS OF THEIR ACCOUNT
BALANCES IN ACCORDANCE WITH THE TERMS OF THE UIC 401(K) PLAN AND SHALL BE
PERMITTED TO ROLL OVER THEIR ELIGIBLE ROLLOVER DISTRIBUTIONS, WHICH MAY INCLUDE
PROMISSORY NOTES EVIDENCING OUTSTANDING PARTICIPANT LOANS ("LOANS") UNDER THE
UIC 401(K) PLAN, TO ANY 401(K) PLAN ESTABLISHED BY PARENT (OR AN AFFILIATE
THEREOF) (THE "PARENT 401(K) PLAN") FOR THEIR BEHALF PROVIDED THAT SUCH PLAN
ACCEPTS ROLLOVER CONTRIBUTIONS AND IS AMENDED, AS NECESSARY, TO PROVIDE FOR THE
ASSUMPTION AND CONTINUATION OF THE ROLLED OVER LOANS ON THE SAME TERMS AND
CONDITIONS AS IN EFFECT UNDER THE UIC 401(K) PLAN IMMEDIATELY PRIOR TO THE
ROLLOVER.
THE UIC 401(K) PLAN SHALL NOT PLACE ANY RETAINED EMPLOYEE'S LOAN INTO
DEFAULT SO LONG AS SUCH EMPLOYEE TRANSFERS HIS OR HER ACCOUNTS BALANCE UNDER THE
UIC 401(K) PLAN, TOGETHER WITH THE LOAN, TO THE PARENT 401(K) PLAN THROUGH A
DIRECT ROLLOVER WITHIN ONE HUNDRED AND TWENTY (120) DAYS FOLLOWING THE CLOSING
DATE.
THE STOCKHOLDER SHALL CAUSE THE UIC 401(K) PLAN TO BE AMENDED, AS
NECESSARY, TO FACILITATE THE IMPLEMENTATION OF THE FOREGOING PROVISIONS.
8.7
INSURANCE.
FOR A PERIOD OF FIVE (5) YEARS AFTER THE CLOSING DATE,
PARENT SHALL CAUSE THE COMPANY TO MAINTAIN PRODUCTS LIABILITY INSURANCE AND ALL
OTHER RISKS AND LIABILITIES OF THE BUSINESS WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES OR ASSOCIATIONS, AND WITH SUCH COVERAGE AND AGAINST SUCH
LOSS OR DAMAGE TO THE FULL INSURABLE VALUE OF THE PROPERTY COVERED THEREBY, TO
THE EXTENT INSURED AGAINST BY COMPARABLE COMPANIES ENGAGED IN A COMPARABLE
BUSINESSES.
THE STOCKHOLDER AGREES TO REASONABLY COOPERATE AND ASSIST PARENT IN
OBTAINING ANY INSURANCE POLICIES REQUIRED TO REPLACE ANY EXISTING STOCKHOLDER
POLICIES COVERING THE BUSINESS, OTHER THAN INSURANCE POLICIES COVERING
ASBESTOS-RELATED LITIGATION OR COVERING ANY EMPLOYEE BENEFIT PLAN, PROVIDED THAT
IN CONNECTION WITH SUCH COOPERATION AND ASSISTANCE, THE STOCKHOLDER SHALL NOT BE
REQUIRED TO MAKE ANY EXPENDITURES OR INCUR ANY OTHER EXPENSES OR LIABILITIES IN
CONNECTION THEREWITH.
57
8.8
TAXES.
(A)
PARENT SHALL BE REQUIRED TO PREPARE, OR CAUSE TO BE PREPARED, AND
TO FILE, OR CAUSE TO BE FILED, ALL TAX RETURNS, OTHER THAN TAX RETURNS FOR THE
CONSOLIDATED GROUP OF WHICH THE STOCKHOLDER IS THE COMMON PARENT, THAT ARE DUE
AFTER THE CLOSING DATE FOR TAX PERIODS OR PORTIONS THEREOF ENDING ON OR BEFORE
THE CLOSING DATE ("PRE-CLOSING PERIODS").
SUCH TAX RETURNS SHALL BE PREPARED IN
A MANNER CONSISTENT WITH PAST PRACTICES AND PARENT SHALL NOT FILE, OR CAUSE TO
BE FILED, AN AMENDED