TO BE
24
HELD AS COLLATERAL PURSUANT TO THIS AGREEMENT.
SUCH GRANTOR SHALL NOT PERMIT
ANY OTHER PERSON TO POSSESS ANY SUCH COLLATERAL AT ANY TIME OTHER THAN IN
CONNECTION WITH ANY SALE OR OTHER DISPOSITION OF SUCH COLLATERAL IN A
TRANSACTION PERMITTED BY THE CREDIT AGREEMENT.
5.2.2
MAINTENANCE OF INSURANCE.
SUCH GRANTOR WILL
MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON,
OR SELF INSURE, ALL PROPERTY MATERIAL TO THE BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE, IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST
SUCH RISKS (BUT INCLUDING IN ANY EVENT PUBLIC LIABILITY, PRODUCT LIABILITY AND
BUSINESS INTERRUPTION) AS ARE CONSISTENT WITH THE PAST PRACTICES OF THE BORROWER
AND ITS SUBSIDIARIES AND OTHERWISE AS ARE USUALLY INSURED AGAINST IN THE SAME
GENERAL AREA BY COMPANIES ENGAGED IN THE SAME OR A SIMILAR BUSINESS; FURNISH TO
THE COLLATERAL AGENT, UPON WRITTEN REQUEST, INFORMATION IN REASONABLE DETAIL AS
TO THE INSURANCE CARRIED.
5.2.3
PAYMENT OF OBLIGATIONS.
SUCH GRANTOR WILL PAY AND
DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE MATURITY OR BEFORE THEY BECOME
DELINQUENT, AS THE CASE MAY BE, ALL MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON SUCH GRANTOR'S COLLATERAL OR IN RESPECT OF INCOME
OR PROFITS THEREFROM, AS WELL AS ALL MATERIAL CLAIMS OF ANY KIND (INCLUDING,
WITHOUT LIMITATION, MATERIAL CLAIMS FOR LABOR, MATERIALS AND SUPPLIES) AGAINST
OR WITH RESPECT TO SUCH GRANTOR'S COLLATERAL, EXCEPT WHERE THE AMOUNT OR
VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND RESERVES IN CONFORMITY WITH GAAP WITH RESPECT THERETO HAVE BEEN
PROVIDED ON THE BOOKS OF SUCH GRANTOR AND EXCEPT TO THE EXTENT THAT FAILURE TO
DO SO, IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.2.4
MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTATION.
(a)
Such Grantor shall maintain the security
interest created by this Agreement in such Grantor's Collateral as a security
interest having at least the perfection and priority described in subsection
4.2.2 of this Agreement and shall defend such security interest against the
claims and demands of all Persons whomsoever.
(b)
Such Grantor will furnish to the Collateral
Agent from time to time statements and schedules further identifying and
describing such Grantor's Collateral and such other reports in connection with
such Grantor's Collateral as the Collateral Agent may reasonably request in
writing, all in reasonable detail.
(c)
At any time and from time to time, upon the
written request of the Collateral Agent, and at the sole expense of such
Grantor, such Grantor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted by such
Grantor, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to