DETERMINED, COULD NOT (EITHER
INDIVIDUALLY OR IN THE AGGREGATE) REASONABLY BE EXPECTED TO RESULT IN
REMEDIATION COSTS OF MORE THAN $5,000,000 OVER AVAILABLE INSURANCE OR
INDEMNIFICATION BY CREDITWORTHY THIRD PARTIES OR MATERIALLY ADVERSELY AFFECT THE
OPERATION OF ANY PARK; AND
(F)
PROMPT NOTICE OF ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD
REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section 8.2 shall be accompanied by a statement
of a Responsible Officer of Parent or the Borrower setting forth in reasonable
detail the facts and circumstances of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.
8.3.
Existence, Etc.
(A)
PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION (OTHER THAN
WITH RESPECT TO INACTIVE SUBSIDIARIES) AND (B) TAKE ALL REASONABLE ACTION TO
MAINTAIN ALL RIGHTS, PRIVILEGES (INCLUDING ITS GOOD STANDING), PERMITS, LICENSES
AND FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS,
EXCEPT (I) IN THE CASE OF CLAUSE (B) ABOVE, TO THE EXTENT THAT FAILURE TO DO SO
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (II) IN
THE CASE OF CLAUSE (A) OR (B) ABOVE, PURSUANT TO A TRANSACTION PERMITTED BY
SECTION 9.5;
(B)
PAY AND DISCHARGE ALL FEDERAL INCOME TAXES AND ALL OTHER MATERIAL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS
INCOME OR PROFITS OR ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES
ATTACH THERETO, EXCEPT FOR ANY SUCH OBLIGATION, TAX, ASSESSMENT, CHARGE OR LEVY
THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS
AND AGAINST WHICH ADEQUATE RESERVES ARE BEING MAINTAINED TO THE EXTENT REQUIRED
BY GAAP; PROVIDED THAT, WITH RESPECT TO TAXES ASSESSED AGAINST REAL PROPERTIES,
SUCH TAXES CAN BE CONTESTED WITHOUT PAYMENT UNDER APPLICABLE LAW;
(C)
MAINTAIN AND PRESERVE ALL OF ITS PROPERTIES MATERIAL TO THE CONDUCT
OF THE BUSINESS OF PARENT, HOLDINGS AND ITS SUBSIDIARIES (TAKEN AS A WHOLE) IN
GOOD WORKING ORDER AND CONDITION, EXCEPT FOR FAILURES THAT COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(D)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE
ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED; AND
(E)
PERMIT REPRESENTATIVES OF ANY LENDER OR THE ADMINISTRATIVE AGENT,
UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS (AND, EXCEPT IF A
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, NOT MORE FREQUENTLY THAN ONCE
EACH CALENDAR QUARTER), TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS, TO VISIT AND INSPECT ANY OF ITS PROPERTIES, AND TO DISCUSS ITS
BUSINESS, FINANCES, CONDITION AND AFFAIRS WITH ITS OFFICERS AND INDEPENDENT
ACCOUNTANTS AND THE
82
PARK PRESIDENTS OF ITS PARKS, ALL TO THE EXTENT REASONABLY REQUESTED BY SUCH
LENDER OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE); PROVIDED THAT,
EXCLUDING ANY SUCH VISITS AND INSPECTIONS DURING THE CONTINUANCE