THE SUBSIDIARIES TO, KEEP AND MAINTAIN ALL PROPERTY
MATERIAL TO THE CONDUCT OF THE BUSINESS OF THE PARENT, THE BORROWER AND THE
SUBSIDIARIES, TAKEN AS A WHOLE, IN GOOD WORKING ORDER AND CONDITION, ORDINARY
WEAR AND TEAR AND UNFORESEEN ACCIDENTS EXCEPTED, AND IS AND WILL BE IN
COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THE OPERATING LICENSES AND
AUTHORIZATIONS AND ALL COMMUNICATIONS LAWS, INCLUDING ALL STANDARDS OR RULES
IMPOSED BY THE FCC AND THE RCA OR AS IMPOSED UNDER ANY AGREEMENTS WITH TELEPHONE
COMPANIES AND CUSTOMERS, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.07
INSURANCE.
THE PARENT AND THE BORROWER WILL CAUSE TO BE
MAINTAINED ON BEHALF OF THE BORROWER AND THE SUBSIDIARIES, WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS (OR WITH ADEQUATE
SELF-INSURANCE ARRANGEMENTS) (A) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK
RETENTION) AND AGAINST SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES
ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR
LOCATIONS AND (B) ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO THE
SECURITY DOCUMENTS.
THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT, UPON
REASONABLE REQUEST, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO
MAINTAINED.
SECTION 5.08
CASUALTY AND CONDEMNATION.
THE BORROWER (A) WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS PROMPT WRITTEN NOTICE OF ANY CASUALTY OR
OTHER INSURED DAMAGE TO ANY MATERIAL PORTION OF THE COLLATERAL OR THE
COMMENCEMENT OF ANY ACTION OR PROCEEDING FOR THE TAKING OF ANY COLLATERAL OR ANY
PART THEREOF OR INTEREST THEREIN UNDER POWER OF EMINENT DOMAIN OR BY
CONDEMNATION OR SIMILAR PROCEEDING IN EXCESS OF $2,000,000 AND (B) WILL ENSURE
THAT THE NET PROCEEDS OF ANY SUCH EVENT (WHETHER IN THE FORM OF INSURANCE
PROCEEDS, CONDEMNATION AWARDS OR OTHERWISE) ARE COLLECTED AND APPLIED IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THIS AGREEMENT.
SECTION 5.09
BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS.
EACH OF THE
PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, KEEP
PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE
MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES
IN ACCORDANCE WITH GAAP.
EACH OF THE PARENT AND THE BORROWER WILL, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVES DESIGNATED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, UPON REASONABLE PRIOR NOTICE, TO
VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS
AND RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS
OFFICERS AND INDEPENDENT ACCOUNTANTS (WITH THE BORROWER HAVING THE RIGHT TO HAVE
REPRESENTATIVES PRESENT DURING SUCH DISCUSSIONS), ALL AT SUCH REASONABLE TIMES
AND AS OFTEN AS REASONABLY REQUESTED (BUT AT
72
THE EXPENSE OF THE BORROWER FOR ONLY ONE VISIT DURING ANY FISCAL YEAR OF THE
BORROWER UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING).
SECTION 5.10
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH