AND MAINTENANCE OF
INSURANCE UNDER THIS CREDIT AGREEMENT.
SECTION 5.10.
TAXES.
THROUGHOUT THE TERM OF THE CREDIT FACILITY,
BORROWERS SHALL PREPARE AND TIMELY FILE OR CAUSE TO BE PREPARED AND TIMELY FILED
ALL FEDERAL, STATE AND LOCAL TAX RETURNS REQUIRED TO BE FILED BY IT, AND
BORROWERS SHALL PAY AND DISCHARGE PRIOR TO DELINQUENCY ALL TAXES, ASSESSMENTS
AND OTHER GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT, OR IN RESPECT OF ANY
OF ANY OF ITS PROPERTIES AND ASSETS EXCEPT SUCH TAXES, ASSESSMENTS AND OTHER
GOVERNMENTAL CHARGES OR LEVIES, IF ANY, AS ARE BEING
90
CONTESTED IN GOOD FAITH BY BORROWERS IN THE MANNER WHICH IS SET FORTH FOR SUCH
CONTESTS BY SECTION 4.07 HEREIN.
SECTION 5.11.
PERMITTED ENCUMBRANCES ONLY.
AT ALL TIMES THROUGHOUT THE
TERM OF THE CREDIT FACILITY, BORROWERS SHALL NOT CREATE, INCUR, ASSUME OR SUFFER
TO EXIST ANY MORTGAGE, DEED OF TRUST, PLEDGE, LIEN, SECURITY INTEREST,
ENCUMBRANCE, ATTACHMENT, LEVY, DISTRAINT, OR OTHER JUDICIAL PROCESS AND BURDENS
OF EVERY KIND AND NATURE EXCEPT THE PERMITTED ENCUMBRANCES ON OR WITH RESPECT TO
THE COLLATERAL, EXCEPT (A) WITH RESPECT TO MATTERS DESCRIBED IN SECTIONS 5.03
AND 5.10 SUCH ITEMS AS ARE BEING CONTESTED IN THE MANNER DESCRIBED THEREIN, AND
(B) WITH RESPECT TO ANY OTHER ITEMS, IF ANY, AS ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH BORROWERS HAVE MAINTAINED
ADEQUATE RESERVES FOR THE PAYMENT THEREOF.
SECTION 5.12.
ADVANCES.
AT ANY TIME DURING THE TERM OF THE CREDIT
FACILITY, IF BORROWERS SHOULD FAIL (A) TO PERFORM OR OBSERVE, OR (B) TO CAUSE TO
BE PERFORMED OR OBSERVED, ANY COVENANT OR OBLIGATION OF BORROWERS UNDER THIS
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THEN AGENT BANK, UPON THE
GIVING OF REASONABLE NOTICE MAY (BUT SHALL BE UNDER NO OBLIGATION TO) TAKE SUCH
STEPS AS ARE NECESSARY TO REMEDY ANY SUCH NON-PERFORMANCE OR NON-OBSERVANCE AND
PROVIDE FOR PAYMENT THEREOF.
ALL AMOUNTS ADVANCED BY AGENT BANK OR LENDERS
PURSUANT TO THIS SECTION 5.12 SHALL BECOME AN ADDITIONAL OBLIGATION OF BORROWERS
TO LENDERS SECURED BY THE DEEDS OF TRUST AND OTHER LOAN DOCUMENTS, SHALL
CONSTITUTE A MANDATORY COMMITMENT REDUCTION UNTIL REPAID AND SHALL BECOME DUE
AND PAYABLE BY BORROWERS ON THE NEXT INTEREST PAYMENT DATE, TOGETHER WITH
INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE DEFAULT RATE (SUCH INTEREST TO
BE CALCULATED FROM THE DATE OF SUCH ADVANCEMENT TO THE DATE OF PAYMENT THEREOF
BY BORROWERS).
SECTION 5.13.
FURTHER ASSURANCES.
BORROWERS WILL DO, EXECUTE,
ACKNOWLEDGE AND DELIVER, OR CAUSE TO BE DONE, EXECUTED, ACKNOWLEDGED AND
DELIVERED, SUCH AMENDMENTS OR SUPPLEMENTS HERETO OR TO ANY OF THE LOAN DOCUMENTS
AND SUCH FURTHER DOCUMENTS, INSTRUMENTS AND TRANSFERS AS REQUISITE LENDER OR
AGENT BANK MAY REASONABLY REQUIRE FOR THE CURING OF ANY DEFECT IN THE EXECUTION
OR ACKNOWLEDGEMENT HEREOF OR IN ANY OF THE LOAN DOCUMENTS, OR IN THE DESCRIPTION
OF THE COLLATERAL PROPERTIES OR OTHER COLLATERAL OR FOR THE PROPER EVIDENCING OF
GIVING NOTICE OF EACH LIEN OR SECURITY INTEREST SECURING REPAYMENT OF THE CREDIT
FACILITY.
FURTHER, UPON