TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED
UPON IT OR UPON ITS PROPERTY PRIOR TO THE DATE ON WHICH MATERIAL PENALTIES
ATTACH THERETO, AND (II) ALL LAWFUL MATERIAL CLAIMS THAT, IF UNPAID, MIGHT BY
LAW BECOME A MATERIAL LIEN UPON THE PROPERTY OF THE U.S. BORROWER OR ITS
SUBSIDIARIES NOT OTHERWISE EXPRESSLY PERMITTED UNDER THIS AGREEMENT; PROVIDED,
HOWEVER, THAT NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO
PAY OR DISCHARGE ANY SUCH TAX, ASSESSMENT, CHARGE OR CLAIM THAT IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND AS TO WHICH APPROPRIATE
RESERVES (IN THE GOOD FAITH JUDGMENT OF ITS MANAGEMENT) ARE BEING MAINTAINED IN
ACCORDANCE WITH GAAP.
(C)
MAINTENANCE OF INSURANCE.
MAINTAIN, AND CAUSE EACH OF ITS
SUBSIDIARIES TO MAINTAIN, INSURANCE WITH RESPONSIBLE AND REPUTABLE INSURANCE
COMPANIES OR ASSOCIATIONS (AT THE TIME THE RELEVANT COVERAGE IS PLACED OR
RENEWED) IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS USUALLY CARRIED BY
COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESSES AND OWNING SIMILAR
PROPERTIES IN THE SAME GENERAL AREAS IN WHICH SUCH BORROWER OR SUCH SUBSIDIARY
OPERATES.
(D)
PRESERVATION OF CORPORATE, LIMITED LIABILITY COMPANY AND
PARTNERSHIP EXISTENCE, ETC.
PRESERVE AND MAINTAIN, AND CAUSE EACH OF ITS
SUBSIDIARIES TO PRESERVE AND MAINTAIN, ITS EXISTENCE, LEGAL STRUCTURE, LEGAL
NAME, RIGHTS (CHARTER AND STATUTORY), PERMITS,
58
LICENSES, APPROVALS, PRIVILEGES AND FRANCHISES, EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT; PROVIDED, HOWEVER, THAT EACH BORROWER AND ITS SUBSIDIARIES MAY
CONSUMMATE ANY MERGER OR CONSOLIDATION PERMITTED UNDER SECTION 5.02(C) AND
PROVIDED FURTHER THAT NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL BE
REQUIRED TO PRESERVE ANY RIGHT, PERMIT, LICENSE, APPROVAL, PRIVILEGE OR
FRANCHISE IF THE BOARD OF DIRECTORS OF SUCH BORROWER OR SUCH SUBSIDIARY SHALL
DETERMINE THAT THE PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF
THE BUSINESS OF SUCH BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, AND THAT
THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO SUCH
BORROWER, SUCH SUBSIDIARY OR THE LENDER PARTIES.
(E)
CONDUCT OF BUSINESS.
FROM AND AFTER THE EFFECTIVE DATE, ENGAGE,
AND CAUSE ITS SUBSIDIARIES (TAKEN AS A WHOLE) TO ENGAGE, PRIMARILY IN (I) THE
VEHICLE COMPONENT BUSINESS AND ANY ACTIVITY OR BUSINESS INCIDENTAL, DIRECTLY
RELATED OR SIMILAR THERETO, OR ANY OTHER LINES OF BUSINESS CARRIED ON BY SUCH
BORROWER AND ITS SUBSIDIARIES ON THE EFFECTIVE DATE OR UTILIZING SUCH BORROWER'S
OR SUBSIDIARIES' MANUFACTURING CAPABILITIES ON THE EFFECTIVE DATE AND (II) OTHER
BUSINESSES OR ACTIVITIES THAT CONSTITUTE A REASONABLE EXTENSION, DEVELOPMENT OR
EXPANSION THEREOF OR THAT ARE ANCILLARY OR REASONABLY RELATED THERETO.
(F)
VISITATION RIGHTS.
AT ANY REASONABLE TIME AND FROM TIME TO TIME,
UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS, PERMIT ANY AUTHORIZED
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR THE MAJORITY LENDERS
TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF
ACCOUNT OF, AND VISIT THE PROPERTIES OF, SUCH BORROWER AND ANY OF ITS
SUBSIDIARIES, AND TO