ORDINARY WEAR AND TEAR EXCEPTED;
PROVIDED THAT NOTHING IN THIS SECTION SHALL PREVENT THE BORROWER OR ANY
SUBSIDIARY FROM DISPOSING OF ANY OF ITS ASSETS IN THE ORDINARY COURSE OF
BUSINESS.
(B)
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, MAINTAIN (EITHER IN THE NAME OF THE BORROWER OR IN SUCH
SUBSIDIARY'S OWN NAME) WITH FINANCIALLY SOUND AND RESPONSIBLE INSURANCE
COMPANIES, INSURANCE ON ALL THEIR RESPECTIVE PROPERTIES IN AT LEAST SUCH
AMOUNTS, AGAINST AT LEAST SUCH RISKS AND WITH SUCH RISK RETENTION AS ARE USUALLY
MAINTAINED, INSURED AGAINST OR RETAINED, AS THE CASE MAY BE, IN THE SAME GENERAL
AREA BY COMPANIES OF ESTABLISHED REPUTE ENGAGED IN THE SAME OR A SIMILAR
BUSINESS; AND WILL FURNISH TO THE BANKS, UPON REQUEST FROM THE ADMINISTRATIVE
AGENT, INFORMATION PRESENTED IN REASONABLE DETAIL AS TO THE INSURANCE SO
CARRIED.
SECTION 5.04.
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.
THE BORROWER
WILL PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, AND WILL CAUSE EACH
SUBSIDIARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT THEIR RESPECTIVE
CORPORATE EXISTENCE AND THEIR RESPECTIVE RIGHTS, PRIVILEGES AND FRANCHISES
NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF BUSINESS; PROVIDED THAT NOTHING
IN THIS SECTION SHALL PROHIBIT (I) THE MERGER OF A SUBSIDIARY INTO THE BORROWER
OR THE MERGER OR CONSOLIDATION OF A SUBSIDIARY WITH OR INTO ANOTHER PERSON IF
THE CORPORATION SURVIVING SUCH CONSOLIDATION OR MERGER IS A SUBSIDIARY AND IF,
IN EACH CASE, AFTER GIVING EFFECT THERETO, NO DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR (II) THE TERMINATION OF THE CORPORATE EXISTENCE OF ANY SUBSIDIARY
IF THE BORROWER IN GOOD FAITH DETERMINES THAT SUCH TERMINATION IS IN THE BEST
INTEREST OF THE BORROWER.
SECTION 5.05.
COMPLIANCE WITH LAWS.
THE BORROWER WILL COMPLY, AND CAUSE EACH
SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS,
ORDINANCES, RULES, REGULATIONS, AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS AND ERISA AND THE RULES AND
REGULATIONS THEREUNDER) EXCEPT (X) WHERE THE NECESSITY OF COMPLIANCE THEREWITH
IS CONTESTED IN GOOD FAITH BY, APPROPRIATE PROCEEDINGS OR (Y) WHERE THE FAILURE
TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
INSPECTION OF PROPERTY, BOOKS AND RECORDS.
THE BORROWER WILL
KEEP, AND WILL CAUSE EACH SUBSIDIARY TO KEEP, PROPER BOOKS OF RECORD AND ACCOUNT
IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES; AND WILL PERMIT, AND
WILL CAUSE EACH SUBSIDIARY TO PERMIT, REPRESENTATIVES OF ANY BANK AT SUCH BANK'S
EXPENSE TO VISIT AND INSPECT ANY OF THEIR RESPECTIVE PROPERTIES, TO EXAMINE AND
MAKE ABSTRACTS FROM ANY OF THEIR RESPECTIVE BOOKS AND RECORDS AND TO DISCUSS
THEIR RESPECTIVE AFFAIRS, FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE OFFICERS,
EMPLOYEES AND INDEPENDENT PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND
AS OFTEN AS MAY REASONABLY BE DESIRED.
SECTION 5.07.
MERGERS AND SALES OF ASSETS.
THE BORROWER WILL NOT
(A) CONSOLIDATE OR MERGE WITH OR INTO ANY OTHER PERSON OR