EXISTENCE, EXCEPT AS PERMITTED IN
SECTION 9.08 OF THIS AGREEMENT, AND ALL OF ITS MATERIAL RIGHTS, PRIVILEGES AND
FRANCHISES AND SHALL CAUSE THE RESTRICTED SUBSIDIARIES TO DO SO; KEEP BOOKS OF
RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE OF ALL
DEALINGS OR TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES; COMPLY WITH
ALL GOVERNMENTAL REQUIREMENTS IF FAILURE TO COMPLY WITH SUCH REQUIREMENTS WILL
HAVE A MATERIAL ADVERSE EFFECT; PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON
ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT
FOR ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE
RESERVES ARE BEING MAINTAINED; UPON REASONABLE NOTICE, PERMIT REPRESENTATIVES OF
THE AGENT OR ANY LENDER, DURING NORMAL BUSINESS HOURS, TO EXAMINE, COPY AND MAKE
EXTRACTS FROM ITS BOOKS AND RECORDS, TO INSPECT ITS PROPERTIES, AND TO DISCUSS
ITS BUSINESS AND AFFAIRS WITH ITS OFFICERS, ALL TO-THE EXTENT REASONABLY
REQUESTED BY SUCH LENDER OR THE AGENT (AS THE CASE MAY BE); AND KEEP, OR CAUSE
TO BE KEPT, IN FULL FORCE AND EFFECT (I) DIRECTOR AND OFFICER LIABILITY
INSURANCE, AND (II) ANY ADDITIONAL INSURANCE (INCLUDING CASUALTY AND OTHER
LIABILITY INSURANCE) AS MAY BE CUSTOMARY AS A RESULT OF ANY CHANGE IN THE
BUSINESS, OPERATIONS OR PROPERTIES OF THE BORROWER OR ANY RESTRICTED
SUBSIDIARIES, IN RESPECT OF SUCH BUSINESS, OPERATIONS OR PROPERTIES, IN EACH
CASE BY FINANCIALLY SOUND AND
44
REPUTABLE INSURERS OF A CHARACTER USUALLY INSURED BY PERSONS ENGAGED IN THE SAME
OR SIMILAR BUSINESS SIMILARLY SITUATED AND IN THE AMOUNTS CUSTOMARILY INSURED
AGAINST BY SUCH PERSONS.
(B)
PROOF OF INSURANCE.
CONTEMPORANEOUSLY WITH
THE DELIVERY OF THE FINANCIAL STATEMENTS REQUIRED BY SECTION 8.01(A) TO BE
DELIVERED FOR EACH YEAR, THE BORROWER WILL FURNISH OR CAUSE TO BE FURNISHED, AND
WILL CAUSE TO BE FURNISHED FOR THE RESTRICTED SUBSIDIARIES, TO THE AGENT
CERTIFICATES OF INSURANCE COVERAGE FROM AN INSURER IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND, IF REQUESTED, WILL FURNISH THE AGENT
COPIES OF THE EXISTING POLICIES.
(C)
OWNERSHIP AND OPERATION OF PROPERTIES.
THE
BORROWER WILL AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, EXCEPT AS PERMITTED
BY SECTION 9.08 OR 9.14 OF THIS AGREEMENT, (I) PRESERVE ITS OWNERSHIP RIGHTS IN
ITS RESPECTIVE SUBSIDIARIES AND MAINTAIN SUCH OWNERSHIP IN COMPLIANCE WITH ALL
APPLICABLE CONTRACTS AND AGREEMENTS AND IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL GOVERNMENTAL REQUIREMENTS, AND (II) OTHERWISE CONDUCT ITS BUSINESS AND
OPERATE ITS PROPERTIES IN COMPLIANCE WITH ALL APPLICABLE CONTRACTS AND
AGREEMENTS AND IN COMPLIANCE WITH ALL GOVERNMENTAL COMPLIANCE EXCEPT WHERE SUCH
NON-COMPLIANCE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 8.04.
RESERVED.
SECTION 8.05.
ENVIRONMENTAL MATTERS.
(A)
ESTABLISHMENT OF PROCEDURES.
THE BORROWER
WILL AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, ESTABLISH AND IMPLEMENT SUCH
PROCEDURES AS MAY BE REASONABLY NECESSARY TO DETERMINE AND ASSURE THAT