PRIOR TO THE OCCURRENCE OF AN
EVENT OF DEFAULT, UPON REASONABLE NOTICE TO THE BORROWER AND ANY SUCH
SUBSIDIARY, EACH SUCH INSPECTION TO BE AT THE BORROWER'S EXPENSE, PROVIDED, THAT
THE BORROWER SHALL NOT BE RESPONSIBLE FOR THE EXPENSES OF SUCH INSPECTIONS AND
AUDITS MORE THAN TWO TIMES PER FISCAL YEAR PRIOR TO THE OCCURRENCE OF A DEFAULT
OR EVENT OF DEFAULT; AND
(K)
PROMPTLY UPON REQUEST THEREFOR, ALL SUCH OTHER INFORMATION
REGARDING THE BUSINESS, AFFAIRS AND CONDITION OF THE BORROWER AS THE AGENT MAY
FROM TIME TO TIME REASONABLY REQUEST.
5.2.
LEGAL EXISTENCE; LICENSES; COMPLIANCE WITH LAWS.
THE BORROWER
WILL, AND WILL CAUSE EACH SUBSIDIARY TO: MAINTAIN ITS CORPORATE OR OTHER
ORGANIZATIONAL EXISTENCE AND BUSINESS, EXCEPT AS OTHERWISE PERMITTED PURSUANT TO
SECTION 6.7 HEREOF; MAINTAIN ALL PROPERTIES WHICH ARE REASONABLY NECESSARY FOR
THE CONDUCT OF SUCH BUSINESS, NOW OR HEREAFTER OWNED, IN GOOD REPAIR, WORKING
ORDER AND CONDITION; TAKE ALL ACTIONS NECESSARY TO MAINTAIN AND KEEP IN FULL
FORCE AND EFFECT ITS RIGHTS AND FRANCHISES, INCLUDING THE LICENSES, UNLESS THE
FAILURE TO DO SO IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
MAINTAIN AT ALL TIMES PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES SHALL BE MADE OF ITS TRANSACTIONS IN ACCORDANCE WITH GAAP AND
SET ASIDE ON ITS BOOKS FROM ITS EARNINGS FOR EACH FISCAL YEAR ALL SUCH PROPER
RESERVES AS SHALL BE REQUIRED IN ACCORDANCE WITH GAAP IN CONNECTION WITH ITS
BUSINESS; AND COMPLY WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS AND ORDERS
OF, AND ALL APPLICABLE RESTRICTIONS IMPOSED BY, ALL GOVERNMENTAL AUTHORITIES IN
RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE OWNERSHIP OF ITS PROPERTIES IN
STATES IN WHICH THE BORROWER DESIRES TO CONTINUE BUSINESS OPERATIONS, EXCEPT
WHERE THE FAILURE TO COMPLY IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT; PROVIDED THAT NEITHER THE BORROWER NOR ANY SUBSIDIARY SHALL BE REQUIRED
BY REASON OF THIS SUBSECTION TO COMPLY THEREWITH AT ANY TIME WHILE THE BORROWER
OR SUCH SUBSIDIARY SHALL BE CONTESTING ITS OBLIGATIONS TO DO SO IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS PROMPTLY INITIATED AND DILIGENTLY CONDUCTED, AND IF IT
SHALL HAVE SET ASIDE ON ITS BOOKS SUCH RESERVES, IF ANY, WITH RESPECT THERETO AS
ARE REQUIRED BY GAAP AND DEEMED ADEQUATE BY THE BORROWER AND ITS INDEPENDENT
PUBLIC ACCOUNTANTS.
23
5.3.
INSURANCE.
(A)
BUSINESS INTERRUPTION INSURANCE.
EACH OF THE BORROWER AND ITS
SUBSIDIARIES SHALL BE COVERED BY OR MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE INSURERS INSURANCE RELATED TO INTERRUPTION OF BUSINESS, EITHER FOR
LOSS OF REVENUES OR FOR EXTRA EXPENSE, IN THE MANNER CUSTOMARY FOR BUSINESSES OF
SIMILAR SIZE ENGAGED IN SIMILAR ACTIVITIES.
(B)
PROPERTY INSURANCE.
EACH OF THE BORROWER AND ITS SUBSIDIARIES
SHALL KEEP ITS ASSETS WHICH ARE OF AN INSURABLE CHARACTER INSURED BY FINANCIALLY
SOUND AND REPUTABLE INSURERS AGAINST THEFT AND FRAUD AND AGAINST LOSS OR DAMAGE
BY FIRE, EXPLOSION AND HAZARDS INSURED AGAINST BY EXTENDED COVERAGE TO THE
EXTENT, IN AMOUNTS AND WITH DEDUCTIBLES WHICH ARE CUSTOMARY FOR BUSINESSES OF
SIMILAR SIZE