THEIR BUSINESSES IN GOOD REPAIR,
WORKING ORDER AND CONDITION, AND MAKE ALL NECESSARY AND PROPER REPAIRS, RENEWALS
AND REPLACEMENTS SO THAT THEIR BUSINESSES CARRIED ON IN CONNECTION THEREWITH MAY
BE PROPERLY CONDUCTED IN ALL MATERIAL RESPECTS AT ALL TIMES; PROVIDED THAT NO
SALE, TRANSFER OR DISPOSITION OF ASSETS (INCLUDING BY MEANS OF A MERGER)
PERMITTED UNDER SECTIONS 6.03, 6.04 AND 6.05 WILL BE PROHIBITED BY THIS
PARAGRAPH (D).
SECTION 5.02.
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY
(OTHER THAN THE EXCLUDED SUBSIDIARY) TO, MAINTAIN, WITH PERSONS THAT, TO ITS
KNOWLEDGE, ARE FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES, INSURANCE ON
ALL ITS PROPERTY IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS CONSISTENT WITH
SOUND BUSINESS PRACTICE AND CUSTOMARY WITH COMPANIES ENGAGED IN SIMILAR LINES OF
BUSINESS, AND THE BORROWER WILL FURNISH TO ANY LENDER UPON REASONABLE REQUEST
FULL INFORMATION AS TO THE INSURANCE CARRIED.
EACH SUCH POLICY OF GENERAL
LIABILITY OR CASUALTY INSURANCE MAINTAINED BY OR ON BEHALF OF LOAN PARTIES SHALL
(A) IN THE CASE OF EACH GENERAL LIABILITY INSURANCE POLICY, NAME THE AGENT, ON
BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED THEREUNDER, (B) IN THE CASE OF
EACH CASUALTY INSURANCE POLICY, CONTAIN A LOSS PAYABLE CLAUSE OR ENDORSEMENT
THAT NAMES THE AGENT, ON BEHALF OF THE SECURED PARTIES, AS THE LOSS PAYEE
THEREUNDER AND (C) PROVIDE FOR AT LEAST 30 DAYS' (OR SUCH SHORTER NUMBER OF DAYS
AS MAY BE AGREED TO BY THE AGENT) PRIOR WRITTEN NOTICE TO THE AGENT OF ANY
CANCELLATION OF SUCH POLICY.
SECTION 5.03.
COMPLIANCE WITH LAWS AND PAYMENT OF MATERIAL OBLIGATIONS AND
TAXES.
(A)
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, COMPLY IN ALL
MATERIAL RESPECTS WITH ALL LAWS (INCLUDING ERISA AND THE FAIR LABOR STANDARDS
ACT, AS AMENDED), RULES, REGULATIONS, ORDERS, WRITS, JUDGMENTS, INJUNCTIONS,
DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT IF NONCOMPLIANCE THEREWITH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PAY WHEN DUE ITS
MATERIAL OBLIGATIONS, INCLUDING ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
AND LEVIES UPON IT OR ITS INCOME, PROFITS OR PROPERTY, EXCEPT (I) THOSE WHICH
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO
WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE OR (II) WHERE ANY FAILURE TO PAY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
55
SECTION 5.04.
FINANCIAL STATEMENTS, REPORTS, ETC.
THE BORROWER WILL MAINTAIN,
FOR ITSELF AND EACH SUBSIDIARY, A SYSTEM OF ACCOUNTING ESTABLISHED AND
ADMINISTERED IN ACCORDANCE WITH GAAP OR IFRS, AS APPLICABLE, AND WILL FURNISH TO
THE AGENT AND EACH LENDER:
(A)
WITHIN 90 DAYS AFTER THE END OF EACH OF ITS FISCAL YEARS, ITS AUDITED
CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME,
CHANGES IN STOCKHOLDERS' EQUITY AND CASH FLOWS AS OF THE END OF AND FOR SUCH
FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
PRIOR FISCAL YEAR, ALL AUDITED BY AND ACCOMPANIED BY AN UNQUALIFIED