A PART OF THE OBLIGATIONS AND PAID BY BORROWER TO LENDER WITHIN TEN DAYS
AFTER DEMAND BY LENDER.
5.4
COMPLIANCE WITH ERISA.
COMPLY WITH ERISA IN
ALL MATERIAL RESPECTS, AND (A) AT ALL TIMES MAKE CONTRIBUTIONS WITHIN THE TIME
LIMITS IMPOSED BY LAW TO MEET THE MINIMUM FUNDING STANDARDS SET FORTH IN ERISA
WITH RESPECT TO ANY PLAN; (B) NOTIFY LENDER AS SOON AS REASONABLY PRACTICABLE OF
ANY FACT WHICH IT KNOWS OR SHOULD KNOW, INCLUDING BUT NOT LIMITED TO ANY
REPORTABLE EVENT, ARISING IN CONNECTION WITH ANY PLAN WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN TERMINATION THEREOF BY THE PBGC OR FOR THE APPOINTMENT BY
A GOVERNMENTAL AUTHORITY OF A TRUSTEE TO ADMINISTER THE PLAN; AND (C) FURNISH TO
LENDER UPON SUCH REQUEST SUCH ADDITIONAL INFORMATION CONCERNING ANY PLAN AS
LENDER MAY REASONABLY REQUEST.
5.5
PERFORMANCE OF OBLIGATIONS.
PERFORM ALL OF
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
5.6
MAINTENANCE OF PRIORITY OF BANK LIENS.
UPON
THE REASONABLE REQUEST OF LENDER FROM TIME TO TIME, IT SHALL PERFORM SUCH ACTS
AND DULY AUTHORIZE, EXECUTE, ACKNOWLEDGE, DELIVER, FILE, AND RECORD SUCH
ADDITIONAL ASSIGNMENTS, PLEDGE AGREEMENTS, SECURITY AGREEMENTS AND OTHER
AGREEMENTS, DOCUMENTS, INSTRUMENTS, AND CERTIFICATES AS LENDER MAY DEEM
NECESSARY OR APPROPRIATE IN ORDER TO PERFECT AND MAINTAIN THE BANK LIENS
(INCLUDING THE PRIORITY OF SUCH LIENS) IN FAVOR OF LENDER AND PRESERVE AND
PROTECT THE RIGHTS OF LENDER IN RESPECT OF THE COLLATERAL.
5.7
INDEMNITY.
BORROWER SHALL DEFEND, PROTECT,
INDEMNIFY AND HOLD HARMLESS LENDER AND ITS AFFILIATES, AND EACH OF THEIR
RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, SHAREHOLDERS AND CONSULTANTS (INCLUDING, WITHOUT LIMITATION, THOSE
RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF
THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY,
"INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
THE REASONABLE ATTORNEY COSTS FOR SUCH INDEMNITEES IN CONNECTION
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WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT
SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IMPOSED ON, INCURRED BY,
OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL
AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER
COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE, ARISING
FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF BORROWER OR ANY
OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PREDECESSORS IN INTEREST, OR THE PAST,
PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF BORROWER OR ANY OF ITS
SUBSIDIARIES), IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR
TRANSACTION RELATING OR ATTENDANT THERETO, THE MAKING OF ANY ADVANCE LOAN,
INCLUDING IN CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN PART, OF ANY
NEGLIGENCE OF LENDER (OTHER THAN THOSE MATTERS RAISED EXCLUSIVELY BY A
PARTICIPANT AGAINST LENDER AND NOT BORROWER), OR THE USE