AGREES TO CAUSE THE COLLATERAL AGENT TO RELEASE SUCH INSURANCE PROCEEDS OR
CONDEMNATION AWARDS TO THE BORROWER UPON ITS REQUEST AND AS NEEDED FROM TIME TO
TIME TO PAY FOR THE REPAIR, RESTORATION OR REPLACEMENT OF THE PORTION OF THE
PROPERTY SUBJECT TO SUCH CASUALTY OR CONDEMNATION IF, BUT ONLY IF, THE
CONDITIONS SET FORTH IN THE DEFINITION OF "REINVESTMENT FUNDS" ARE SATISFIED AT
THE TIME OF SUCH REQUEST.
SECTION 6.08
COMPLIANCE WITH LAWS.
EACH OF THE GROUP COMPANIES WILL COMPLY
WITH ALL REQUIREMENTS OF LAW APPLICABLE TO IT AND ITS PROPERTIES TO THE EXTENT
THAT NONCOMPLIANCE WITH ANY SUCH REQUIREMENT OF LAW WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH OF THE GROUP COMPANIES WILL DO EACH OF THE FOLLOWING AS IT
RELATES TO ANY PLAN MAINTAINED BY, OR MULTIEMPLOYER PLAN CONTRIBUTED TO BY, EACH
OF THE GROUP COMPANIES, FOREIGN PENSION PLAN OR EMPLOYEE BENEFIT ARRANGEMENT:
(I) MAINTAIN EACH PLAN (OTHER THAN A MULTIEMPLOYER PLAN), FOREIGN PENSION PLAN
AND EMPLOYEE BENEFIT ARRANGEMENT IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA, THE CODE OR OTHER FEDERAL, STATE OR FOREIGN LAW;
(II) CAUSE EACH PLAN (OTHER THAN A MULTIEMPLOYER PLAN) WHICH IS QUALIFIED UNDER
SECTION 401(A) OF THE CODE TO MAINTAIN SUCH QUALIFICATIONS; (III) MAKE ALL
REQUIRED CONTRIBUTIONS TO ANY PLAN SUBJECT TO SECTION 412 OF THE CODE AND MAKE
ALL REQUIRED CONTRIBUTIONS TO MULTIEMPLOYER PLANS; (IV) ENSURE THAT THERE ARE NO
UNFUNDED LIABILITIES IN EXCESS OF $5,000,000 UNLESS THE AGGREGATE AMOUNT OF SUCH
UNFUNDED LIABILITIES IS REDUCED BELOW $5,000,000 WITHIN A 30-DAY PERIOD; (V)
EXCEPT FOR THE OBLIGATIONS SET FORTH ON SCHEDULE 5.12, NOT BECOME A PARTY TO ANY
MULTIEMPLOYER PLAN; (VI) MAKE ALL CONTRIBUTIONS (INCLUDING ANY SPECIAL PAYMENTS
TO AMORTIZE ANY UNFUNDED LIABILITIES) REQUIRED TO BE MADE IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND THE TERMS OF EACH FOREIGN PENSION PLAN IN A TIMELY MANNER;
(VII) ENSURE THAT ALL LIABILITIES UNDER ALL EMPLOYEE BENEFIT ARRANGEMENTS ARE
EITHER (A) FUNDED TO AT LEAST THE MINIMUM LEVEL REQUIRED BY LAW OR, IF HIGHER,
TO THE LEVEL REQUIRED BY THE TERMS GOVERNING THE EMPLOYEE BENEFIT ARRANGEMENTS;
(B) INSURED WITH A REPUTABLE INSURANCE COMPANY; OR (C) PROVIDED FOR OR
RECOGNIZED IN THE FINANCIAL STATEMENTS MOST RECENTLY DELIVERED TO THE
ADMINISTRATIVE AGENT UNDER SECTION 6.01(A) OR (B); AND (VII) ENSURE THAT THE
CONTRIBUTIONS OR PREMIUM PAYMENTS TO OR IN RESPECT OF ALL EMPLOYEE BENEFIT
ARRANGEMENTS ARE AND CONTINUE TO BE PROMPTLY PAID AT NO LESS THAN THE RATES
REQUIRED UNDER THE RULES OF SUCH ARRANGEMENTS AND IN ACCORDANCE WITH THE MOST
RECENT ACTUARIAL ADVICE RECEIVED IN RELATION TO THE EMPLOYEE BENEFIT ARRANGEMENT
AND GENERALLY IN ACCORDANCE WITH APPLICABLE LAW; AND (IX) SHALL USE ITS
REASONABLE EFFORTS TO CAUSE EACH OF ITS ERISA AFFILIATES TO DO EACH OF THE ITEMS
LISTED IN CLAUSES (I) THROUGH (IV) ABOVE AS IT RELATES TO PLANS AND
MULTIEMPLOYER PLANS MAINTAINED BY OR CONTRIBUTED TO BY ITS ERISA AFFILIATES SUCH
THAT THERE SHALL BE NO LIABILITY