EFFECT AND (C) ALL OF ITS
LICENSES, RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY FOR THE MAINTENANCE OF ITS
EXISTENCE AND ITS QUALIFICATION TO DO BUSINESS, EXCEPT TO THE EXTENT THAT COULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(II)
PAYMENT OF OBLIGATIONS AND TAX FILINGS.
SUCH PARTY SHALL:
37
(A)
FILE ALL TAX RETURNS THAT ARE REQUIRED TO BE
FILED AND PAY ALL OF ITS OBLIGATIONS, INCLUDING LIABILITIES FOR TAXES, EXCEPT
WHERE (I) (X) THE VALIDITY OR AMOUNT OF SUCH PAYMENT IS BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND (Y) SUCH PARTY HAS ACCRUED FOR OR SET ASIDE
ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT TO SUCH PAYMENT IN ACCORDANCE WITH
GAAP AND (II) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
DELIVER TO PARTY A ALL TAX FORMS AND OTHER
DOCUMENTS NECESSARY TO PERMIT PARTY A TO BOTH RECEIVE PAYMENT MADE BY SUCH
PARTY, AND CONFIRM THAT ALL PAYMENTS MADE BY SUCH PARTY SHALL BE RECEIVED FREE
OF WITHHOLDING TAX OR DEDUCTION OR STAMP, REGISTRATION OR SIMILAR TAX.
(III)
INSURANCE.
SUCH PARTY SHALL MAINTAIN THE
TYPES OF INSURANCE SET FORTH ON EXHIBIT 12(A)(III) AND, UPON REQUEST BY PARTY A,
SUCH OTHER INSURANCE AS IS CUSTOMARY FOR ENTITIES IN THE SAME INDUSTRY, AND WITH
REPUTABLE AND FINANCIALLY SOUND CARRIERS.
THE POLICIES FOR EACH TYPE OF
INSURANCE WILL BE ISSUED BY INSURERS, AND HAVE SUCH TERMS AND CONDITIONS, AS ARE
AND REMAIN SATISFACTORY TO PARTY A.
SUCH PARTY SHALL CAUSE ALL SUCH INSURANCE
TO NAME PARTY A AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, AS APPROPRIATE, AND
TO PROVIDE THAT NO CANCELLATION, CHANGE IN AMOUNT OR CHANGE IN COVERAGE SHALL BE
EFFECTIVE WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE THEREOF TO PARTY A.
(IV)
BOOKS AND RECORDS; INSPECTION RIGHTS;
ACCOUNTING AND ACCOUNTING MATTERS.
(A)
SUCH PARTY WILL KEEP PROPER BOOKS AND RECORDS IN
WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND TRANSACTIONS
IN RELATION TO ITS BUSINESS AND ACTIVITIES IN ACCORDANCE WITH GAAP.
SUCH PARTY
WILL PERMIT PARTY A OR ANY REPRESENTATIVE THEREOF, UPON REASONABLE PRIOR NOTICE,
TO VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS
AND RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS
OFFICERS AND INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS OFTEN
AS REASONABLY REQUESTED, PROVIDED THAT IN THE CASE OF ANY VISIT BY PARTY A OTHER
THAN WHEN DEFAULT OR POTENTIAL TERMINATION EVENT HAS OCCURRED AND IS CONTINUING,
PARTY A SHALL BE REQUIRED TO PROVIDE NOT LESS THAN THREE BUSINESS DAYS NOTICE OF
ITS INTENT TO INSPECT AND SUCH INSPECTIONS SHALL OCCUR DURING NORMAL BUSINESS
HOURS.
(B)
SUCH PARTY SHALL AUTHORIZE THE AUDITOR (WHOSE
FEES AND EXPENSES SHALL BE FOR THE ACCOUNT SUCH PARTY) TO COMMUNICATE WITH THE
OFFICERS AND DESIGNATED REPRESENTATIVES OF PARTY A FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE TO SUCH PARTY, AS APPLICABLE.
(V)
NOTICES OF MATERIAL EVENTS; ENVIRONMENTAL
MATTERS.