(TAKING INTO ACCOUNT ANY INTEREST AND PENALTIES THAT COULD
ACCRUE OR BE APPLICABLE TO SUCH PAST-DUE TAXES), AND PROVIDED THAT SUCH TAXES
ARE NO MORE THAN FORTY-FIVE (45) DAYS PAST DUE.
(B)
THE BORROWER IS NOT AND WILL NOT BE TAXABLE AS A CORPORATION FOR FEDERAL,
STATE OR LOCAL TAX PURPOSES.
(C)
THE BORROWER IS NOT A PARTY TO ANY TAX SHARING AGREEMENT WITH ANY PERSON
(INCLUDING ANY PLEDGOR OR ANY OTHER AFFILIATE OF THE BORROWER).
(D)
THE BORROWER HAS NOT AGREED TO EXTEND THE STATUTE OF LIMITATIONS PERIOD
APPLICABLE TO THE ASSESSMENT OR COLLECTION OF ANY TAX.
(E)
THE BORROWER IS NOT CURRENTLY UNDER ANY GOVERNMENTAL AUDIT WITH RESPECT TO
ANY TAX FOR ANY PERIOD, THERE ARE NO CLAIMS FOR ADDITIONAL TAX BEING PURSUED BY
ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO THE BUSINESS, INCOME OR ACTIVITIES OF
THE BORROWER, AND THE BORROWER IS NOT AWARE OF ANY SUCH CLAIMS THAT HAVE NOT YET
BEEN ASSERTED BUT ARE LIKELY TO BE ASSERTED BY A GOVERNMENTAL AUTHORITY.
38
SECTION 5.15
PATENTS, TRADEMARKS, ETC. THE BORROWER HAS OBTAINED AND HOLDS IN
FULL FORCE AND EFFECT ALL PATENTS, TRADEMARKS, COPYRIGHTS AND OTHER SUCH RIGHTS
OR ADEQUATE LICENSES THEREIN, FREE FROM UNDULY BURDENSOME RESTRICTIONS, THAT ARE
NECESSARY FOR THE OWNERSHIP, CONSTRUCTION, OPERATION AND MAINTENANCE OF THE
PROJECT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER HAS
OBTAINED AND HOLDS IN FULL FORCE AND EFFECT ALL NECESSARY LICENSES AND OTHER
RIGHTS THAT ARE NECESSARY FOR THE OPERATION AND MAINTENANCE OF THE ABERDEEN I
PLANT.
SECTION 5.16
ERISA PLANS. (A) NEITHER THE BORROWER NOR ANY OF ITS ERISA
AFFILIATES HAS (OR, EXCEPT AS SET FORTH ON SCHEDULE 5.16, WITHIN THE FIVE YEAR
PERIOD IMMEDIATELY PRECEDING THE DATE HEREOF HAD) SPONSORED, MAINTAINED,
PARTICIPATED IN OR INCURRED ANY LIABILITY IN RESPECT OF ANY PLAN OR
MULTIEMPLOYER PLAN. THE BORROWER DOES NOT HAVE ANY CONTINGENT LIABILITY WITH
RESPECT TO ANY POST-RETIREMENT BENEFIT UNDER ANY "WELFARE PLAN" (AS DEFINED IN
SECTION 3(1) OF ERISA), OTHER THAN LIABILITY FOR CONTINUATION COVERAGE UNDER
PART 6 OF TITLE I OF ERISA OR SIMILAR STATE LAWS.
(B)
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS ANY LIABILITY WITH
RESPECT TO THE TERMINATED CO-OP RETIREMENT PLAN (AS FURTHER DESCRIBED ON
SCHEDULE 5.16) AND ALL LIABILITY OF THE BORROWER AND ANY ERISA AFFILIATE WITH
RESPECT TO THE CO-OP RETIREMENT PLAN HAS BEEN FULLY SATISFIED. AFTER DUE
INQUIRY, NEITHER THE CO-OP RETIREMENT PLAN, THE PBGC, ANY PLAN PARTICIPANT OR
BENEFICIARY NOR ANY OTHER PERSON HAS INITIATED ANY CLAIM OR OTHER ACTION AGAINST
THE BORROWER OR ANY ERISA AFFILIATE WITH RESPECT TO THE PLAN AND, TO THE
KNOWLEDGE OF THE BORROWER, NO SUCH CLAIM OR ACTION IS THREATENED OR ANTICIPATED.
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS ANY INTENTION TO ESTABLISH A
PLAN OR MULTIEMPLOYER PLAN TO REPLACE THE CO-OP RETIREMENT PLAN.
SECTION 5.17
PROPERTY RIGHTS, UTILITIES, SUPPLIES ETC. (A) ALL MATERIAL
PROPERTY INTERESTS, UTILITY SERVICES, MEANS OF TRANSPORTATION, FACILITIES AND
OTHER MATERIALS NECESSARY FOR THE DEVELOPMENT, ENGINEERING, CONSTRUCTION,
TESTING, START-UP, USE AND OPERATION OF