UPON IT OR ANY OF ITS PROPERTIES OR ASSETS OR IN RESPECT OF ANY OF ITS
INCOME, BUSINESSES OR FRANCHISES BEFORE ANY PENALTY OR
55
FINE ACCRUES THEREON, AND ALL CLAIMS (INCLUDING CLAIMS FOR LABOR, SERVICES,
MATERIALS AND SUPPLIES) FOR SUMS THAT HAVE BECOME DUE AND PAYABLE AND THAT BY
LAW HAVE OR MAY BECOME A LIEN UPON ANY OF ITS PROPERTIES OR ASSETS, PRIOR TO THE
TIME WHEN ANY PENALTY OR FINE SHALL BE INCURRED WITH RESPECT THERETO; PROVIDED,
NO SUCH TAX OR CLAIM NEED BE PAID IF IT IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS PROMPTLY INSTITUTED AND DILIGENTLY CONDUCTED, SO LONG AS
(A) ADEQUATE RESERVE OR OTHER APPROPRIATE PROVISION, AS SHALL BE REQUIRED IN
CONFORMITY WITH GAAP SHALL HAVE BEEN MADE THEREFOR, AND (B) IN THE CASE OF A TAX
OR CLAIM WHICH HAS OR MAY BECOME A LIEN AGAINST ANY OF THE COLLATERAL, SUCH
CONTEST PROCEEDINGS CONCLUSIVELY OPERATE TO STAY THE SALE OF ANY PORTION OF THE
COLLATERAL TO SATISFY SUCH TAX OR CLAIM.
NO CREDIT PARTY WILL, NOR WILL IT
PERMIT ANY OF ITS SUBSIDIARIES TO, FILE OR CONSENT TO THE FILING OF ANY
CONSOLIDATED INCOME TAX RETURN WITH ANY PERSON (OTHER THAN THE BORROWER OR ANY
OF ITS SUBSIDIARIES).
5.4
MAINTENANCE OF PROPERTIES.
EACH CREDIT
PARTY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN OR CAUSE TO BE
MAINTAINED IN GOOD REPAIR, WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED, ALL MATERIAL PROPERTIES USED OR USEFUL IN THE BUSINESS OF THE BORROWER
AND ITS SUBSIDIARIES AND FROM TIME TO TIME WILL MAKE OR CAUSE TO BE MADE ALL
APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF.
5.5
INSURANCE.
THE BORROWER WILL MAINTAIN OR
CAUSE TO BE MAINTAINED, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, SUCH
PUBLIC LIABILITY INSURANCE, THIRD PARTY PROPERTY DAMAGE INSURANCE, BUSINESS
INTERRUPTION INSURANCE AND CASUALTY INSURANCE WITH RESPECT TO LIABILITIES,
LOSSES OR DAMAGE IN RESPECT OF THE ASSETS, PROPERTIES AND BUSINESSES OF THE
BORROWER AND ITS SUBSIDIARIES AS MAY CUSTOMARILY BE CARRIED OR MAINTAINED UNDER
SIMILAR CIRCUMSTANCES BY PERSONS OF ESTABLISHED REPUTATION ENGAGED IN SIMILAR
BUSINESSES, IN EACH CASE IN SUCH AMOUNTS (GIVING EFFECT TO SELF-INSURANCE), WITH
SUCH DEDUCTIBLES, COVERING SUCH RISKS AND OTHERWISE ON SUCH TERMS AND CONDITIONS
AS SHALL BE CUSTOMARY FOR SUCH PERSONS.
5.6
INSPECTIONS.
EACH CREDIT PARTY WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY AUTHORIZED REPRESENTATIVES
DESIGNATED BY ANY AGENT OR ANY LENDER, OR ANY AGENTS OR REPRESENTATIVES THEREOF,
TO VISIT AND INSPECT ANY OF THE PROPERTIES OF ANY CREDIT PARTY AND ANY OF ITS
SUBSIDIARIES, TO (A) INSPECT, COPY AND TAKE EXTRACTS FROM ITS AND THEIR
FINANCIAL AND ACCOUNTING RECORDS AND (B) DISCUSS ITS AND THEIR AFFAIRS, FINANCES
AND ACCOUNTS WITH ITS AND THEIR RESPECTIVE OFFICERS AND DIRECTORS, ALL UPON
REASONABLE NOTICE (EXCEPT THAT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, NO
SUCH NOTICE SHALL BE REQUIRED) AND AT SUCH REASONABLE TIMES DURING NORMAL
BUSINESS HOURS AND AS OFTEN AS MAY REASONABLY BE REQUESTED.
THE BORROWER SHALL
AUTHORIZE