COMPLY
WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS OR ORDINANCES IMPOSED BY ANY
GOVERNMENTAL AUTHORITY UPON DEBTOR AND ITS BUSINESSES, OPERATIONS AND PROPERTIES
(INCLUDING WITHOUT LIMITATION, ALL APPLICABLE ENVIRONMENTAL STATUTES, RULES,
REGULATIONS AND ORDINANCES) EXCEPT WHERE THE FAILURE TO PERFORM OR COMPLY COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
PAYMENT OF OBLIGATIONS.
EACH DEBTOR WILL PAY ITS OBLIGATIONS,
INCLUDING TAX LIABILITIES, THAT, IF NOT PAID, WOULD BECOME A LIEN ON ANY OF ITS
PROPERTY (OTHER THAN PERMITTED ENCUMBRANCES), BEFORE THE SAME SHALL BECOME
DELINQUENT OR IN DEFAULT, EXCEPT WHERE (I) THE VALIDITY OR AMOUNT THEREOF IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (II) DEBTOR HAS SET
ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP, AND (III) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
MAINTENANCE AND CONDUCT OF BUSINESS.
EACH DEBTOR WILL (I)
KEEP, MAINTAIN AND PRESERVE ALL PROPERTY (TANGIBLE AND INTANGIBLE) MATERIAL TO
THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR
AND TEAR EXCEPTED, AND (II) DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT (A) ITS LEGAL EXISTENCE AND
(B) THE RIGHTS, LICENSES, PERMITS, PRIVILEGES, AGREEMENTS AND FRANCHISES
MATERIAL TO THE CONDUCT OF ITS BUSINESS EXCEPT WHERE ANY FAILURE TO DO ANY OF
THE FOREGOING COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(D)
BOOKS AND RECORDS; INSPECTION RIGHTS.
EACH DEBTOR WILL KEEP
PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE
MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES.
EACH DEBTOR WILL PERMIT ANY REPRESENTATIVES DESIGNATED BY LENDER,
UPON REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE
AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS AFFAIRS,
FINANCES AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS, ALL AT
SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED.
(E)
INSURANCE.
EACH DEBTOR (EXCEPT FOR ANY INACTIVE DEBTOR) WILL
MAINTAIN FIRE INSURANCE, COMPREHENSIVE PROPERTY DAMAGE, COMMERCIAL GENERAL
LIABILITY, PUBLIC LIABILITY, WORKER'S COMPENSATION, BUSINESS INTERRUPTION AND
OTHER INSURANCE DEEMED REASONABLY NECESSARY. EACH DEBTOR WILL, AT ITS OWN
EXPENSE, MAINTAIN SUCH INSURANCE WITH RESPECT TO ALL COLLATERAL AGAINST SUCH
RISKS, AND IN SUCH FORM AND WITH SUCH INSURERS, AND IN SUCH AMOUNTS AS SHALL BE
SATISFACTORY TO LENDER. EACH POLICY OF INSURANCE MAINTAINED BY EACH DEBTOR SHALL
(I) NAME LENDER AS ADDITIONAL INSURED OR LENDER LOSS PAYEE, AS THE CASE MAY BE,
THEREUNDER (WITHOUT ANY REPRESENTATION OR WARRANTY BY OR OBLIGATION UPON LENDER)
AS THEIR INTERESTS MAY APPEAR, (II) CONTAIN THE AGREEMENT BY THE INSURER THAT
ANY LOSS THEREUNDER SHALL BE PAYABLE TO LENDER NOTWITHSTANDING ANY ACTION,
INACTION OR BREACH OF REPRESENTATION OR WARRANTY BY ANY DEBTOR, (III) PROVIDE
THAT THERE SHALL BE NO RECOURSE AGAINST LENDER FOR PAYMENT OF PREMIUMS OR OTHER
AMOUNTS WITH RESPECT THERETO, AND (IV) PROVIDE PRIOR WRITTEN