5.2(B), EACH BORROWER SHALL PAY AND DISCHARGE OR CAUSE TO BE PAID AND
DISCHARGED PROMPTLY ALL TAXES ARISING AFTER THE PETITION DATE PAYABLE BY IT,
INCLUDING TAXES IMPOSED UPON IT, ITS INCOME AND PROFITS, OR ANY OF ITS
OPERATIONS, ITS PROPERTY (REAL, PERSONAL OR MIXED) AND ALL TAXES WITH RESPECT TO
TAX, SOCIAL SECURITY AND UNEMPLOYMENT WITHHOLDING WITH RESPECT TO ITS EMPLOYEES,
BEFORE ANY THEREOF SHALL BECOME PAST DUE, EXCEPT IN EACH CASE, WHERE THE FAILURE
TO PAY OR DISCHARGE SUCH CHARGES WOULD NOT RESULT IN AGGREGATE LIABILITIES IN
EXCESS OF $500,000.
(B)
EACH BORROWER MAY IN GOOD FAITH CONTEST, BY APPROPRIATE
PROCEEDINGS, THE VALIDITY OR AMOUNT OF ANY CHARGES, TAXES OR CLAIMS DESCRIBED IN
SECTION 5.2(A); PROVIDED, THAT (I) ADEQUATE RESERVES WITH RESPECT TO SUCH
CONTEST ARE MAINTAINED ON THE BOOKS OF SUCH BORROWER, IN ACCORDANCE WITH GAAP;
(II) NO LIEN SHALL BE IMPOSED TO SECURE PAYMENT OF SUCH CHARGES, TAXES OR CLAIMS
THAT IS SUPERIOR TO ANY OF THE LIENS SECURING PAYMENT OF THE OBLIGATIONS AND
SUCH CONTEST IS MAINTAINED AND PROSECUTED CONTINUOUSLY AND WITH DILIGENCE AND
OPERATES TO SUSPEND COLLECTION OR ENFORCEMENT OF SUCH CHARGES, TAXES AND CLAIMS
(EXCEPT WHERE THE FAILURE TO PAY OR DISCHARGE SUCH CHARGES WOULD NOT RESULT IN
AGGREGATE LIABILITIES OR LIENS IN EXCESS OF $500,000); (III) NONE OF THE
COLLATERAL BECOMES SUBJECT TO FORFEITURE OR LOSS AS A RESULT OF SUCH CONTEST;
AND (IV) SUCH BORROWER SHALL PROMPTLY PAY OR DISCHARGE SUCH CONTESTED CHARGES,
TAXES OR CLAIMS AND ALL ADDITIONAL CHARGES, INTEREST, PENALTIES AND EXPENSES AND
SHALL DELIVER TO THE ADMINISTRATIVE AGENT EVIDENCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT OF SUCH COMPLIANCE, PAYMENT OR DISCHARGE, IF SUCH CONTEST
IS TERMINATED OR DISCONTINUED ADVERSELY TO SUCH BORROWER OR THE CONDITIONS SET
FORTH IN THIS SECTION 5.2(B) ARE NO LONGER MET.
(C)
NOTWITHSTANDING THE FOREGOING, THIS SECTION 5.2 SHALL NOT BE
CONSTRUED TO REQUIRE ANY BORROWER TO PAY ANY OBLIGATION ARISING UNDER ANY
AGREEMENT WITH RESPECT TO SECTION 1110 ASSETS UNLESS SUCH BORROWER IS AUTHORIZED
BY THE BANKRUPTCY COURT TO MAKE SUCH PAYMENT.
5.3
BOOKS AND RECORDS.
Each Borrower shall keep adequate Books and Records with respect to its business
activities in which proper entries, reflecting all financial transactions, are
made in accordance with GAAP and on a basis consistent with the Financial
Statements referred to in Section 3.4(a).
5.4
INSURANCE.
THE BORROWERS SHALL, AT THEIR SOLE COST AND EXPENSE, MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES THAT ARE NOT AFFILIATES OF THE BORROWERS
(EXCEPT WITH RESPECT TO HEALTH, MEDICAL AND WORKERS COMPENSATION
SELF-INSURANCE), INSURANCE OR REINSURANCE WITH RESPECT
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TO ITS PROPERTIES AND BUSINESS AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY
INSURED AGAINST BY COMPANIES OF A SAME OR SIMILAR SIZE ENGAGED IN THE SAME OR
SIMILAR BUSINESS, OF SUCH TYPES AND IN SUCH AMOUNTS (GIVING EFFECT TO HEALTH,
MEDICAL AND WORKERS COMPENSATION SELF INSURANCE) AS ARE CUSTOMARILY CARRIED
UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER COMPANIES (INCLUDING, WITHOUT
LIMITATION, CASUALTY INSURANCE OR REINSURANCE ON ITS AIRCRAFT AS REQUIRED BY ANY