LOAN PARTY THAT IS AN OWNER OF
MORTGAGED PROPERTY SHALL TAKE ANY ACTION THAT IS REASONABLY LIKELY TO BE THE
BASIS FOR TERMINATION, REVOCATION OR DENIAL OF ANY INSURANCE COVERAGE REQUIRED
TO BE MAINTAINED UNDER SUCH LOAN PARTY'S RESPECTIVE MORTGAGE OR THAT COULD BE
THE BASIS FOR A DEFENSE TO ANY CLAIM UNDER ANY INSURANCE POLICY MAINTAINED IN
RESPECT OF THE PREMISES, AND EACH LOAN PARTY SHALL OTHERWISE COMPLY IN ALL
MATERIAL RESPECTS WITH ALL INSURANCE REQUIREMENTS IN RESPECT OF THE PREMISES;
PROVIDED, HOWEVER, THAT EACH LOAN PARTY MAY, AT ITS OWN EXPENSE AND AFTER
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, (I) CONTEST THE APPLICABILITY OR
ENFORCEABILITY OF ANY SUCH INSURANCE REQUIREMENTS BY APPROPRIATE LEGAL
PROCEEDINGS, THE PROSECUTION OF WHICH DOES NOT CONSTITUTE A BASIS FOR
CANCELLATION OR REVOCATION OF ANY INSURANCE COVERAGE REQUIRED UNDER THIS
SECTION 5.04 OR (II) CAUSE THE INSURANCE POLICY CONTAINING ANY SUCH INSURANCE
REQUIREMENT TO BE REPLACED BY A NEW POLICY COMPLYING WITH THE PROVISIONS OF THIS
SECTION 5.04.
SECTION 5.05
Obligations and Taxes.
(A)
PAYMENT OF OBLIGATIONS.
PAY ITS INDEBTEDNESS AND OTHER
OBLIGATIONS PROMPTLY AND IN ACCORDANCE WITH THEIR TERMS AND PAY AND DISCHARGE
PROMPTLY WHEN DUE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
IMPOSED UPON IT OR UPON ITS INCOME OR PROFITS OR IN RESPECT OF ITS PROPERTY,
BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, AS WELL AS ALL LAWFUL
CLAIMS FOR LABOR, SERVICES, MATERIALS AND SUPPLIES OR OTHERWISE THAT, IF UNPAID,
MIGHT GIVE RISE TO A LIEN OTHER THAN A PERMITTED LIEN UPON SUCH PROPERTIES OR
ANY PART THEREOF; PROVIDED THAT SUCH PAYMENT AND DISCHARGE SHALL NOT BE REQUIRED
WITH RESPECT TO ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM SO LONG AS
(X)(I) THE VALIDITY OR AMOUNT THEREOF SHALL BE CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS TIMELY INSTITUTED AND DILIGENTLY CONDUCTED AND THE
APPLICABLE COMPANY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES OR OTHER
APPROPRIATE PROVISIONS WITH RESPECT THERETO IN ACCORDANCE WITH GAAP, (II) SUCH
CONTEST OPERATES TO
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SUSPEND COLLECTION OF THE CONTESTED OBLIGATION, TAX, ASSESSMENT OR CHARGE AND
ENFORCEMENT OF A LIEN OTHER THAN A PERMITTED LIEN AND (III) IN THE CASE OF
COLLATERAL, THE APPLICABLE COMPANY SHALL HAVE OTHERWISE COMPLIED WITH THE
CONTESTED COLLATERAL LIEN CONDITIONS AND (Y) THE FAILURE TO PAY COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
FILING OF RETURNS.
TIMELY AND CORRECTLY FILE ALL MATERIAL TAX
RETURNS REQUIRED TO BE FILED BY IT.
WITHHOLD, COLLECT AND REMIT ALL TAXES THAT
IT IS REQUIRED TO COLLECT, WITHHOLD OR REMIT.
(C)
TAX SHELTER REPORTING.
NEITHER BORROWER INTENDS TO TREAT THE
LOANS AS BEING A "REPORTABLE TRANSACTION" WITHIN THE MEANING OF TREASURY
REGULATION SECTION 1.6011-4.
IN THE EVENT ANY BORROWER DETERMINES TO TAKE ANY
ACTION INCONSISTENT WITH SUCH INTENTION, IT WILL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT THEREOF.
SECTION 5.06
Employee Benefits.
(a)
Comply in all material respects with
the applicable provisions of ERISA and the Code to the extent such Loan Party or
any of