INVESTIGATION, STUDY, SAMPLING AND TESTING,
AND UNDERTAKE ANY CLEANUP, REMOVAL, REMEDIAL OR OTHER ACTION NECESSARY TO REMOVE
AND CLEAN UP ALL HAZARDOUS MATERIALS FROM ANY OF ITS PROPERTIES, IN ACCORDANCE
WITH THE REQUIREMENTS OF ALL ENVIRONMENTAL LAWS; PROVIDED, HOWEVER, THAT NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO UNDERTAKE ANY SUCH
CLEANUP, REMOVAL, REMEDIAL OR OTHER ACTION TO THE EXTENT THAT ITS OBLIGATION TO
DO SO IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND APPROPRIATE
RESERVES ARE BEING MAINTAINED WITH RESPECT TO SUCH CIRCUMSTANCES.
(D)
MAINTENANCE OF INSURANCE.
MAINTAIN, AND
CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN INSURANCE WITH RESPONSIBLE AND
REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS, OR ARRANGEMENTS FOR
SELF-INSURANCE IF SUCH ARRANGEMENTS ARE IN ACCORDANCE WITH PRUDENT INDUSTRY
PRACTICE, IN EACH CASE IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS USUALLY
CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES
IN THE SAME GENERAL AREAS IN WHICH THE COMPANY OR SUCH SUBSIDIARY OPERATES.
(E)
PRESERVATION OF CORPORATE EXISTENCE, ETC.
PRESERVE AND MAINTAIN, AND CAUSE EACH OF ITS SIGNIFICANT SUBSIDIARIES TO
PRESERVE AND MAINTAIN, ITS CORPORATE EXISTENCE, RIGHTS (CHARTER AND
STATUTORY), PERMITS, LICENSES, APPROVALS, PRIVILEGES AND FRANCHISES; PROVIDED,
HOWEVER, THAT THE COMPANY MAY CONSUMMATE ANY MERGER OR CONSOLIDATION PERMITTED
UNDER SECTION 5.02(D) AND THE COMPANY MAY SELL ASSETS AS PERMITTED UNDER
SECTION 5.02(E), AND PROVIDED FURTHER THAT NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY RIGHT, PERMIT, LICENSE, APPROVAL,
PRIVILEGE OR FRANCHISE IF THE BOARD OF DIRECTORS OF THE COMPANY OR SUCH
SUBSIDIARY SHALL DETERMINE THAT THE PRESERVATION THEREOF IS NO LONGER DESIRABLE
IN THE CONDUCT OF THE BUSINESS OF THE COMPANY OR SUCH SUBSIDIARY, AS THE CASE
MAY BE, AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT
TO THE COMPANY, SUCH SUBSIDIARY OR THE LENDER PARTIES.
(F)
VISITATION RIGHTS.
AT ANY REASONABLE
TIME DURING REGULAR BUSINESS HOURS AND FROM TIME TO TIME (BUT NOT UNREASONABLY
FREQUENTLY), UPON REASONABLE PRIOR NOTICE, PERMIT THE ADMINISTRATIVE AGENT OR
ANY OF THE LENDER PARTIES OR ANY AGENTS OR REPRESENTATIVES THEREOF, TO EXAMINE
AND MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF ACCOUNT OF, AND
VISIT THE PROPERTIES OF, THE COMPANY AND ANY OF ITS SIGNIFICANT SUBSIDIARIES,
AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE COMPANY AND ANY OF ITS
SIGNIFICANT SUBSIDIARIES WITH ANY OF THE OFFICERS OR DIRECTORS DESIGNATED BY THE
COMPANY OR A SIGNIFICANT SUBSIDIARY, AS THE CASE MAY BE, AND WITH THEIR
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
(G)
KEEPING OF BOOKS.
KEEP, AND CAUSE EACH OF
ITS SUBSIDIARIES TO KEEP, PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL AND
CORRECT ENTRIES SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND
BUSINESS OF THE COMPANY AND EACH SUCH SUBSIDIARY IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT FROM TIME TO TIME.
(H)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN
AND PRESERVE, AND CAUSE EACH OF ITS SIGNIFICANT SUBSIDIARIES TO MAINTAIN AND
PRESERVE, ALL OF ITS