MAINTAIN
(I) THEIR PROPERTIES AND THE COLLATERAL IN GOOD REPAIR, WORKING ORDER AND
CONDITION AS REQUIRED FOR THE
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NORMAL CONDUCT OF THEIR BUSINESS, AND (II) ALL MATERIAL RIGHTS, PERMITS,
LICENSES, APPROVALS AND PRIVILEGES NECESSARY IN THE CONDUCT OF ITS BUSINESS,
WHETHER BECAUSE OF ITS OWNERSHIP, LEASE, SUBLEASE OR OTHER OPERATION OR
OCCUPATION OF A PROPERTY OR OTHER CONDUCT OF ITS BUSINESS, AND SHALL MAKE ALL
REASONABLY NECESSARY OR APPROPRIATE FILINGS WITH, AND GIVE ALL REQUIRED NOTICES
TO, GOVERNMENTAL AUTHORITIES.
(B)
THE BORROWERS AND EACH OF THEIR SUBSIDIARIES SHALL AT ALL TIMES
MAINTAIN LIABILITY, CASUALTY AND BUSINESS INTERRUPTION INSURANCE ON THEIR
PROPERTIES (INCLUDING ALL COLLATERAL) WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS IN SUCH AMOUNTS AND WITH SUCH COVERAGES, ENDORSEMENTS, DEDUCTIBLES AND
EXPIRATION DATES AS THE OFFICERS OF THE BORROWERS, IN THE EXERCISE OF THEIR
REASONABLE JUDGMENT DEEM TO BE ADEQUATE, AS ARE CUSTOMARY IN THE INDUSTRY FOR
COMPANIES OF ESTABLISHED REPUTATION ENGAGED IN THE SAME OR SIMILAR BUSINESS AND
OWNING OR OPERATING SIMILAR PROPERTIES AND AS SHALL BE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL BE NAMED AS LOSS
PAYEE, ADDITIONAL INSURED AND/OR MORTGAGEE UNDER SUCH INSURANCE AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE FROM TIME TO TIME, AND THE
BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT LENDER'S LOSS PAYABLE
ENDORSEMENTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
IN ADDITION, THE ADMINISTRATIVE AGENT SHALL BE GIVEN THIRTY (30) DAYS
ADVANCE NOTICE OF ANY CANCELLATION OF INSURANCE.
IN THE EVENT OF FAILURE TO
PROVIDE AND MAINTAIN INSURANCE AS HEREIN PROVIDED, THE ADMINISTRATIVE AGENT MAY,
AT ITS OPTION, OBTAIN SUCH INSURANCE AND CHARGE THE AMOUNT THEREOF TO THE
BORROWERS AS A REVOLVING CREDIT LOAN.
THE BORROWERS SHALL FURNISH TO THE
ADMINISTRATIVE AGENT CERTIFICATES OR OTHER EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT OF COMPLIANCE WITH THE FOREGOING INSURANCE PROVISIONS.
THE
ADMINISTRATIVE AGENT SHALL NOT, BY THE FACT OF APPROVING, DISAPPROVING OR
ACCEPTING ANY SUCH INSURANCE, INCUR ANY LIABILITY FOR THE FORM OR LEGAL
SUFFICIENCY OF INSURANCE CONTRACTS, SOLVENCY OF INSURANCE COMPANIES OR PAYMENT
OF LAW SUITS, AND THE BORROWERS HEREBY EXPRESSLY ASSUMES FULL RESPONSIBILITY
THEREFOR AND LIABILITY, IF ANY, THEREUNDER.
6.4
TAXES.
EACH BORROWER SHALL PAY OR CAUSE TO BE PAID ALL TAXES,
ASSESSMENTS OR GOVERNMENTAL CHARGES ON OR AGAINST IT OR ANY OF ITS SUBSIDIARIES
OR THEIR PROPERTIES ON OR PRIOR TO THE TIME WHEN THEY BECOME DELINQUENT; EXCEPT
FOR ANY TAX, ASSESSMENT OR CHARGE THAT IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN
ESTABLISHED AND ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP IF NO ENCUMBRANCE
SHALL HAVE BEEN FILED (THE ENFORCEMENT OF WHICH SHALL NOT HAVE BEEN STAYED) TO
SECURE SUCH TAX, ASSESSMENT OR CHARGE.
6.5
INSPECTION RIGHTS; LENDER MEETING.
(A)
EACH BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
PERMIT ANY AUTHORIZED REPRESENTATIVES DESIGNATED BY ANY LENDER TO VISIT AND
INSPECT ANY OF THE PROPERTIES OF SUCH BORROWER OR OF ANY OF ITS SUBSIDIARIES
(I) TO INSPECT, COPY AND TAKE EXTRACTS