of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each Borrower covenants and agrees
with the Lenders that it will:
SECTION 5.01.
PAYMENT OF TAXES, ETC.
PAY AND DISCHARGE, AND CAUSE EACH
MATERIAL SUBSIDIARY TO PAY AND DISCHARGE, BEFORE THE SAME SHALL BECOME
DELINQUENT, (I) ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
IMPOSED UPON IT OR UPON ITS INCOME, PROFIT OR PROPERTY, AND (II) ALL LAWFUL
CLAIMS WHICH, IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON ITS PROPERTY; PROVIDED,
HOWEVER, THAT NEITHER THE COMPANY NOR ANY MATERIAL SUBSIDIARY SHALL BE REQUIRED
TO PAY OR DISCHARGE ANY SUCH TAX, ASSESSMENT, CHARGE OR CLAIM WHICH IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND WITH RESPECT TO WHICH THE
COMPANY SHALL HAVE ESTABLISHED APPROPRIATE RESERVES IN ACCORDANCE WITH GAAP.
SECTION 5.02.
MAINTENANCE OF INSURANCE.
MAINTAIN, AND CAUSE EACH MATERIAL
SUBSIDIARY TO MAINTAIN, INSURANCE WITH RESPONSIBLE AND REPUTABLE INSURANCE
COMPANIES OR ASSOCIATIONS IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS USUALLY
CARRIED BY (OR, AS APPLICABLE, SELF-INSURE IN A MANNER AND TO AN EXTENT NOT
INCONSISTENT WITH CONVENTIONS OBSERVED BY) COMPANIES ENGAGED IN SIMILAR
BUSINESSES AND OWNING SIMILAR PROPERTIES IN THE SAME GENERAL AREAS IN WHICH THE
COMPANY OR SUCH MATERIAL SUBSIDIARY OPERATES.
SECTION 5.03.
PRESERVATION OF EXISTENCE, ETC.
PRESERVE AND MAINTAIN, AND CAUSE
EACH MATERIAL SUBSIDIARY TO PRESERVE AND MAINTAIN, ITS CORPORATE, LIMITED
LIABILITY COMPANY OR PARTNERSHIP EXISTENCE, RIGHTS (CHARTER AND STATUTORY), AND
FRANCHISES, EXCEPT AS OTHERWISE PERMITTED BY SECTION 6.04.
SECTION 5.04.
COMPLIANCE WITH LAWS, ETC.
COMPLY, AND CAUSE EACH MATERIAL
SUBSIDIARY TO COMPLY, WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT
LIMITATION, ALL ENVIRONMENTAL LAWS), NONCOMPLIANCE WITH WHICH WOULD MATERIALLY
ADVERSELY AFFECT THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES OR THE ABILITY
OF THE COMPANY TO OBTAIN CREDIT ON COMMERCIALLY REASONABLE TERMS.
SECTION 5.05.
KEEPING OF BOOKS.
KEEP, AND CAUSE EACH MATERIAL SUBSIDIARY TO
KEEP, PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL AND CORRECT ENTRIES
SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF THE
COMPANY AND EACH MATERIAL SUBSIDIARY IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED.
SECTION 5.06.
INSPECTION.
PERMIT, AND CAUSE EACH MATERIAL SUBSIDIARY TO
PERMIT, THE ADMINISTRATIVE AGENT, AND ITS REPRESENTATIVES AND AGENTS, TO INSPECT
ANY OF THE PROPERTIES, CORPORATE BOOKS AND FINANCIAL RECORDS OF THE COMPANY AND
ITS MATERIAL SUBSIDIARIES, TO EXAMINE AND MAKE COPIES OF THE BOOKS OF ACCOUNT
AND OTHER FINANCIAL RECORDS OF THE COMPANY AND ITS MATERIAL SUBSIDIARIES, AND TO
DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE COMPANY AND ITS MATERIAL
SUBSIDIARIES WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR RESPECTIVE
OFFICERS OR DIRECTORS, AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND
INTERVALS AS THE ADMINISTRATIVE AGENT MAY REASONABLY DESIGNATE.
53
SECTION 5.07.
REPORTING REQUIREMENTS.
FURNISH TO THE ADMINISTRATIVE AGENT IN
SUFFICIENT COPIES FOR DISTRIBUTION TO EACH LENDER:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 55 DAYS AFTER