FILE,
MAINTAIN ADEQUATE RESERVES FOR THE PAYMENT OF ALL TAXES, ASSESSMENTS,
GOVERNMENTAL CHARGES, AND LEVIES IMPOSED UPON IT, ITS INCOME, OR ITS PROFITS, OR
UPON ANY PROPERTY BELONGING TO IT, AND PAY AND DISCHARGE ALL SUCH TAXES,
ASSESSMENTS, GOVERNMENTAL CHARGES AND LEVIES PRIOR TO THE DATE ON WHICH
PENALTIES ATTACH THERETO, EXCEPT WHERE THE SAME ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND PROVIDED THAT IN SUCH EVENT ADEQUATE
RESERVES HAVE BEEN ESTABLISHED WITH RESPECT TO EACH SUCH CLAIM BEING CONTESTED.
IF ANY TAX BY ANY GOVERNMENTAL AUTHORITY IS OR MAY BE IMPOSED ON OR AS A RESULT
OF ANY TRANSACTION BETWEEN IT AND ANY LENDER WHICH SUCH LENDER MAY BE REQUIRED
TO WITHHOLD OR PAY, OR IF ANY TAXES, ASSESSMENTS OR OTHER CHARGES REMAIN UNPAID
AFTER THE DATE FIXED FOR THEIR PAYMENT, OR IF ANY LIEN OTHER THAN A PERMITTED
ENCUMBRANCE SHALL BE CLAIMED WHICH, IN THE ADMINISTRATIVE AGENT'S REASONABLE
OPINION, MAY CREATE A VALID LIEN OR ENCUMBRANCE ON THE COLLATERAL, THE
ADMINISTRATIVE AGENT MAY WITHOUT NOTICE TO IT PAY THE TAX, ASSESSMENT, CHARGE OR
CLAIM, EXCEPTING ONLY SUCH TAXES AS ARE BEING CONTESTED BY IT IN GOOD FAITH AND
BY PROPER PROCEEDINGS, FUNDED WITH ADEQUATE RESERVES AS SET FORTH IN THIS
AGREEMENT AND THE LOAN PARTIES HEREBY JOINTLY AND SEVERALLY INDEMNIFY AND HOLD
THE ADMINISTRATIVE AGENT HARMLESS IN RESPECT OF ALL SUCH ITEMS. THE AMOUNT OF
ANY SUCH PAYMENT SHALL BE CHARGED TO THE LOAN ACCOUNT OF THE APPLICABLE BORROWER
AS A REVOLVING CREDIT LOAN AND, UNTIL IT SHALL FURNISH THE ADMINISTRATIVE AGENT
WITH AN INDEMNITY THEREFOR (OR SUPPLY THE ADMINISTRATIVE AGENT WITH EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT DUE PROVISION FOR THE PAYMENT
THEREOF HAS BEEN MADE); (E) AT ALL TIMES MAKE PROMPT PAYMENT OF CONTRIBUTIONS
REQUIRED TO MEET THE MINIMUM FUNDING STANDARDS SET FORTH IN SECTIONS 302 AND 305
OF ERISA WITH RESPECT TO EACH PLAN; (II)
NOTIFY THE ADMINISTRATIVE AGENT AND
EACH LENDER AS SOON AS PRACTICABLE OF ANY REPORTABLE EVENT; AND (III) FURNISH TO
THE ADMINISTRATIVE AGENT AND EACH LENDER, PROMPTLY UPON THE ADMINISTRATIVE
AGENT'S REQUEST THEREFOR, SUCH ADDITIONAL INFORMATION CONCERNING ANY PLAN OR ANY
OTHER SUCH EMPLOYEE BENEFIT PLAN AS MAY BE REASONABLY REQUESTED.
PERFECTION OF SECURITY INTEREST/INTERCREDITOR AGREEMENTS.
TAKE ALL ACTION, THAT MAY BE NECESSARY OR DESIRABLE, OR THAT THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST, SO AS AT ALL TIME TO MAINTAIN THE VALIDITY,
PERFECTION, ENFORCEABILITY AND PRIORITY OF THE ADMINISTRATIVE AGENT'S SECURITY
INTEREST(S) IN THE COLLATERAL FOR THE RATABLE BENEFIT OF THE LENDERS OR TO
ENABLE THE ADMINISTRATIVE AGENT OR ANY LENDER TO PROTECT, EXERCISE OR ENFORCE
ITS RIGHTS HEREUNDER AND IN THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, (I)
IMMEDIATELY DISCHARGING LIENS OTHER THAN PERMITTED ENCUMBRANCES AND OTHER LIENS
NOT EXCEEDING IN ANY INSTANCE AND/OR IN THE AGGREGATE THE SUM OF $250,000 WHICH
ARE BEING CONTESTED BY A LOAN PARTY IN GOOD FAITH, BY APPROPRIATE PROCEEDINGS
AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED BY LOAN PARTY, EXCEPT ONLY
THAT SUCH LIENS, EVEN IF OTHERWISE PERMITTED AND BEING SO