(INCLUDING FIRE, EXTENDED COVERAGE, PROPERTY DAMAGE, WORKER'S
COMPENSATION, PUBLIC LIABILITY AND BUSINESS INTERRUPTION INSURANCE) AND AGAINST
OTHER RISKS IN SUCH AMOUNTS AS SIMILAR PROPERTIES AND ASSETS ARE INSURED BY
PRUDENT COMPANIES IN SIMILAR CIRCUMSTANCES CARRYING ON SIMILAR BUSINESSES, AND
WITH REPUTABLE AND FINANCIALLY SOUND INSURERS, INCLUDING SELF INSURANCE TO THE
EXTENT CUSTOMARY.
(B)
MAINTAIN IN GOOD REPAIR, WORKING ORDER AND
CONDITION (ORDINARY WEAR AND TEAR AND CASUALTY EXCEPTED) IN ACCORDANCE WITH THE
GENERAL PRACTICE OF OTHER BUSINESSES OF SIMILAR CHARACTER AND SIZE, ALL OF THOSE
PROPERTIES USEFUL OR NECESSARY TO ITS BUSINESS, AND, FROM TIME TO TIME, EACH OF
THE COMPANY AND ITS SUBSIDIARIES WILL MAKE OR CAUSE TO BE MADE ALL APPROPRIATE
REPAIRS, RENEWALS OR REPLACEMENTS THEREOF, IN EACH CASE, EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
5.6
Inspection of Property; Books and Records;
Discussions.
Keep proper books of records and account in conformity with GAAP
and all Requirements of Law; and upon reasonable notice permit representatives
of any Lender to visit and inspect any of its properties and examine and make
abstracts from any of its books and records during normal business hours and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Company and its Subsidiaries
with officers and employees of the Company and its Subsidiaries and with their
independent certified public accountants.
5.7
Notices.
Promptly give notice to the
Administrative Agent and each Lender of:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT;
(B)
ANY (I) DEFAULT OR EVENT OF DEFAULT UNDER
ANY CONTRACTUAL OBLIGATION OF ANY BORROWER OR ANY SUBSIDIARY THEREOF OR
(II) LITIGATION, INVESTIGATION OR PROCEEDING WHICH MAY EXIST AT ANY TIME BETWEEN
ANY BORROWER OR ANY SUBSIDIARY THEREOF AND ANY GOVERNMENTAL AUTHORITY, WHICH IN
EITHER CASE, IF NOT CURED OR IF ADVERSELY DETERMINED, AS THE CASE MAY BE, COULD
HAVE A MATERIAL ADVERSE EFFECT;
(C)
ANY LITIGATION OR PROCEEDING AFFECTING ANY
BORROWER OR ANY SUBSIDIARY THEREOF WHICH, IF ADVERSELY DETERMINED, COULD HAVE A
MATERIAL ADVERSE EFFECT, AS REASONABLY DETERMINED BY THE COMPANY'S CORPORATE
COUNSEL; AND
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(D)
AN EVENT WHICH HAS HAD OR COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrowers and their Subsidiaries propose to take
with respect thereto.
5.8
Environmental Laws.
(A)
COMPLY WITH, AND REQUIRE COMPLIANCE BY ALL
TENANTS AND ALL SUBTENANTS, IF ANY, WITH, ALL ENVIRONMENTAL LAWS AND OBTAIN AND
COMPLY WITH AND MAINTAIN, AND REQUIRE THAT ALL TENANTS AND SUBTENANTS OBTAIN AND
COMPLY WITH AND MAINTAIN, ANY AND ALL LICENSES, APPROVALS, REGISTRATIONS OR
PERMITS REQUIRED BY ENVIRONMENTAL LAWS, EXCEPT IN EACH CASE TO THE EXTENT THAT
FAILURE TO SO COMPLY OR OBTAIN OR MAINTAIN SUCH DOCUMENTS COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(B)
COMPLY WITH ALL LAWFUL AND