EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
28
(D)
AUTHORIZATIONS.
OBTAIN, MAKE AND KEEP IN FULL FORCE AND EFFECT
ALL AUTHORIZATIONS FROM AND REGISTRATIONS WITH GOVERNMENTAL AUTHORITIES REQUIRED
FOR THE VALIDITY OR ENFORCEABILITY OF THE CREDIT DOCUMENTS.
(E)
TAXES.
PAY AND DISCHARGE, AND CAUSE EACH SUBSIDIARY TO PAY AND
DISCHARGE, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES UPON IT, ITS INCOME
AND ITS PROPERTIES PRIOR TO THE DATE ON WHICH PENALTIES ARE ATTACHED THERETO,
EXCEPT TO THE EXTENT THAT (I) SUCH TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
SHALL BE CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS BY THE BORROWER
OR SUCH SUBSIDIARY, AS THE CASE MAY BE, (II) UNLESS THE AMOUNT THEREOF IS NOT
MATERIAL TO THE BORROWER'S CONSOLIDATED FINANCIAL CONDITION, ADEQUATE RESERVES
ARE MAINTAINED (IN ACCORDANCE WITH GAAP) BY THE BORROWER OR SUCH SUBSIDIARY, AS
THE CASE MAY BE, WITH RESPECT THERETO, AND (III) ANY FAILURE TO PAY AND
DISCHARGE SUCH TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES COULD NOT REASONABLY
BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE
EFFECT.
(F)
INSURANCE.
MAINTAIN, AND CAUSE EACH SUBSIDIARY TO MAINTAIN,
INSURANCE WITH REPUTABLE INSURANCE COMPANIES AGAINST SUCH RISKS, OF SUCH TYPES,
ON SUCH PROPERTIES AND IN SUCH AMOUNTS AS IS CUSTOMARILY MAINTAINED BY SIMILAR
BUSINESSES SIMILARLY SITUATED, INCLUDING "BANKERS BONDS".
A DETAILED LIST OF
THE INSURANCE COMPANIES, THE AMOUNTS AND RATES OF THE INSURANCE, THE DATES OF
THE EXPIRATION THEREOF AND THE PROPERTIES AND RISKS COVERED THEREBY SHALL BE
AVAILABLE TO THE LENDER UPON REQUEST.
(G)
INSPECTION.
PERMIT, AND CAUSE EACH MATERIAL SUBSIDIARY TO PERMIT,
THE LENDER TO HAVE ONE OR MORE OF THEIR OFFICERS AND EMPLOYEES, OR (EXCEPT IN
THE CASE OF PARAGRAPH (II) BELOW) ANY OTHER PERSON OR PERSONS DESIGNATED BY THE
ADMINISTRATIVE AGENT OR THE LENDER, TO:
(I)
VISIT AND INSPECT ANY OF THE PROPERTIES OF THE BORROWER AND SUCH
SUBSIDIARIES AND TO EXAMINE THE MINUTE BOOKS, BOOKS OF ACCOUNT AND OTHER RECORDS
OF THE BORROWER AND SUCH SUBSIDIARIES, AND DISCUSS ITS AFFAIRS, FINANCES AND
ACCOUNTS WITH ITS OFFICERS AND WITH THE BORROWER'S INDEPENDENT ACCOUNTANTS,
DURING NORMAL BUSINESS HOURS AND AT OTHER REASONABLE TIMES, FOR THE PURPOSE OF
MONITORING THE BORROWER'S COMPLIANCE WITH ITS OBLIGATIONS UNDER THE CREDIT
DOCUMENTS; AND
(II)
EXAMINE AND REVIEW IN REASONABLE DETAIL, ON THE PREMISES OF THE
BORROWER OR BANK SUBSIDIARY OR ANY OTHER SUBSIDIARY AS APPROPRIATE, ANY
REGULATORY REPORTS NOT RESTRICTED TO THIRD PARTY REVIEW BY ANY LAW, REGULATION
OR COURT ORDER IN RESPECT OF THE BORROWER, ANY BANKING BUSINESS SUBSIDIARY OR
ANY OTHER SUBSIDIARY (ONCE SUCH REPORTS SHALL HAVE BEEN MADE AVAILABLE BY THE
REGULATOR TO THE BORROWER, ANY BANKING BUSINESS SUBSIDIARY OR SUCH OTHER
SUBSIDIARY) DURING NORMAL BUSINESS HOURS AND AT OTHER REASONABLE TIMES (IT BEING
FURTHER AGREED THAT THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY
SUCH REPORT HAVING BEEN MADE SO AVAILABLE BY THE REGULATOR WITHIN 14 DAYS
THEREOF FOLLOWING A REQUEST BY THE ADMINISTRATIVE AGENT FOR SUCH REPORT).
(H)
MAINTENANCE OF RECORDS.
FOR THE BORROWER AND EACH OF ITS MATERIAL
SUBSIDIARIES, KEEP PROPER