BECOMES
ENFORCEABLE AGAINST ITS OTHER CREDITORS.
(C)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPLY, AND CAUSE EACH OF ITS
SUBSIDIARIES AND ALL LESSEES AND OTHER PERSONS OPERATING OR OCCUPYING ITS
PROPERTIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE
ENVIRONMENTAL LAWS AND
57
Environmental Permits; obtain and renew and cause each of its Subsidiaries to
obtain and renew all Environmental Permits necessary for its operations and
properties; and conduct, and cause each of its Subsidiaries to conduct, any
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 Borrower 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 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 BORROWER OR SUCH SUBSIDIARY OPERATES.
(E)
PRESERVATION OF CORPORATE EXISTENCE, ETC.
PRESERVE AND MAINTAIN,
AND CAUSE EACH OF ITS SUBSIDIARIES TO PRESERVE AND MAINTAIN, ITS EXISTENCE,
LEGAL STRUCTURE, LEGAL NAME, RIGHTS (CHARTER AND STATUTORY), PERMITS, LICENSES,
APPROVALS, PRIVILEGES AND FRANCHISES; PROVIDED, HOWEVER, THAT THE BORROWER AND
ITS SUBSIDIARIES MAY CONSUMMATE ANY MERGER OR CONSOLIDATION PERMITTED UNDER
SECTION 5.02(D) AND PROVIDED FURTHER THAT NEITHER THE BORROWER 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 BORROWER OR SUCH
SUBSIDIARY SHALL DETERMINE THAT THE PRESERVATION THEREOF IS NO LONGER DESIRABLE
IN THE CONDUCT OF THE BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE
MAY BE, AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT
TO THE BORROWER, SUCH SUBSIDIARY OR THE LENDER PARTIES.
(F)
VISITATION RIGHTS.
AT ANY REASONABLE TIME AND FROM TIME TO TIME,
PERMIT ANY OF THE AGENTS 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 BORROWER AND
ANY OF ITS SUBSIDIARIES, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE BORROWER AND ANY OF ITS SUBSIDIARIES WITH ANY OF THEIR OFFICERS OR DIRECTORS
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
BORROWER AND EACH SUCH SUBSIDIARY IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES