AND THE LENDERS A
REPORT OF A REPUTABLE INSURANCE BROKER WITH RESPECT TO SUCH INSURANCE
SUBSTANTIALLY CONCURRENTLY WITH THE DELIVERY BY THE BORROWER TO THE
ADMINISTRATIVE AGENT OF ITS AUDITED FINANCIAL STATEMENTS FOR EACH FISCAL YEAR
AND SUCH SUPPLEMENTAL REPORTS WITH RESPECT THERETO AS THE ADMINISTRATIVE AGENT
MAY FROM TIME TO TIME REASONABLY REQUEST.
(D)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ALL
CASUALTY PAYMENTS SHALL BE PAID TO THE RELEVANT GRANTOR.
IF AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, ALL CASUALTY PAYMENTS SHALL BE PAID TO THE
ADMINISTRATIVE AGENT FOR APPLICATION PURSUANT TO SECTION 2.7 OF THE CREDIT
AGREEMENT.
5.4.
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 taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no such
charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of such Grantor and
such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any material
interest therein.
16
5.5.
Maintenance of Perfected Security Interest; Further
Documentation.
(a)
Such Grantor shall maintain the security interest created
by this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.
(B)
SUCH GRANTOR WILL FURNISH TO THE ADMINISTRATIVE AGENT AND THE LENDERS FROM
TIME TO TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE
COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(C)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT, AND AT THE SOLE EXPENSE OF SUCH GRANTOR, SUCH GRANTOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE
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,
INCLUDING, WITHOUT LIMITATION, (I) 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 THE SECURITY INTERESTS CREATED HEREBY AND
(II) IN THE CASE OF
INVESTMENT PROPERTY,
TAKING ANY ACTIONS NECESSARY TO
ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE
APPLICABLE UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
5.6.
Changes in Name, etc.
Such Grantor will not, except upon 10 days'
prior written