SUCH DOMESTIC
SUBSIDIARY TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR CAUSE TO BE PLEDGED, TO
AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ALL OF THE STOCK OF SUCH DOMESTIC
SUBSIDIARY TO SECURE THE OBLIGATIONS.
EACH LOAN PARTY SHALL PLEDGE, OR CAUSE TO
BE PLEDGED, TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, 66% OF THE
OUTSTANDING VOTING STOCK AND 100% OF THE OUTSTANDING NONVOTING STOCK OF ANY
PERSON UPON ITS BECOMING A FIRST TIER FOREIGN SUBSIDIARY OF ANY LOAN PARTY.
THE
DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND PLEDGE SHALL BE SUBSTANTIALLY
SIMILAR TO THE LOAN DOCUMENTS EXECUTED CONCURRENTLY HEREWITH WITH SUCH
MODIFICATIONS AS ARE REASONABLY REQUESTED BY AGENT.
5.8
Payment of Taxes.
Each Loan Party shall timely pay and discharge
(or cause to be paid and discharged) all material taxes, assessments and
governmental and other charges or levies imposed upon it or upon its income or
profits, or upon property belonging to it; provided that such Loan Party shall
not be required to pay any such tax, assessment, charge or levy that is being
contested in good faith by appropriate proceedings and for which the affected
Loan Party shall have set aside on its books adequate reserves with respect
thereto in conformance with GAAP.
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5.9
Cash Management Systems.
Borrower shall, and shall cause each
other Loan Party to, enter into Control Agreements with respect to each deposit
account maintained by Borrower or any Subsidiary of Borrower (other than any
payroll account so long as such payroll account is a zero balance account and
the Cash Collateral Account) as of or after the Closing Date.
Each such Control
Agreement shall be in form and substance satisfactory to Agent.
If any Control
Agreement is terminated for any reason by the applicable bank with respect to
one or more deposit accounts, Borrower shall immediately close such deposit
accounts and transfer the funds held therein to a bank which then enters into a
Control Agreement in form and substance satisfactory to Agent.
5.10
Project Construction.
(A)
GENERAL.
BORROWER SHALL CAUSE THE PROJECT TO BE CONSTRUCTED IN
ACCORDANCE WITH THE PLANS AND SPECIFICATIONS AND CONSTRUCTION SCHEDULE IN ALL
MATERIAL RESPECTS.
BORROWER SHALL CAUSE THE PROJECT COSTS OF THE CONSTRUCTION
OF THE PROJECT TO BE IN ACCORDANCE WITH THE PROJECT BUDGET (SUBJECT TO
BORROWER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO SHORTFALLS, AND BORROWER'S
RIGHTS TO CHANGE THE PROJECT BUDGET TO THE EXTENT PERMITTED UNDER THIS
AGREEMENT).
BORROWER SHALL CAUSE CONSTRUCTION OF THE PROJECT IN ACCORDANCE WITH
THE PLANS AND SPECIFICATIONS (AS THEY MAY BE REVISED AS PERMITTED HEREUNDER),
FREE AND CLEAR OF LIENS OR CLAIMS FOR MATERIALS SUPPLIED OR FOR LABOR OR
SERVICES PERFORMED IN CONNECTION WITH THE CONSTRUCTION OF THE PROJECT OR
OTHERWISE (OTHER THAN PERMITTED ENCUMBRANCES).
(B)
CONSTRUCTION SCHEDULE.
EACH MONTH DURING THE PERIOD FROM THE
COMMENCEMENT OF THE PROJECT UNTIL SUBSTANTIAL COMPLETION OF THE PROJECT,
BORROWER SHALL DELIVER TO AGENT AND CONSTRUCTION CONSULTANT A COPY OF AN UPDATED
CONSTRUCTION SCHEDULE REFLECTING, AMONG OTHER THINGS, THE ANTICIPATED DATES OF