PRIOR WRITTEN NOTICE OF SUCH
CHANGE;
(E)
PAY AND DISCHARGE OR CAUSE TO BE PAID AND
DISCHARGED, OR ADEQUATELY RESERVE FOR (AND SET ASIDE COST FOR REPAYMENT OF) THE
PAYMENT OF, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON
IT OR ON ITS INCOME OR PROFITS OR ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON
WHICH PENALTIES ATTACH THERETO, EXCEPT FOR ANY SUCH TAX, ASSESSMENT, CHARGE OR
46
LEVY THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER
PROCEEDINGS AND AGAINST WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN
CONFORMANCE WITH GAAP; AND
(F)
FILE ON A TIMELY BASIS ALL U.S. FEDERAL,
STATE AND LOCAL INCOME TAX RETURNS, FRANCHISE TAX RETURNS AND OTHER MATERIAL
INFORMATION RETURNS, REPORTS AND ANY OTHER INFORMATION STATEMENTS OR SCHEDULES
REQUIRED TO BE FILED BY OR IN RESPECT OF IT AND PAY OR CAUSE TO BE PAID ALL
TAXES DUE PURSUANT TO SUCH RETURNS, REPORTS AND OTHER INFORMATION STATEMENTS OR
SCHEDULES OR PURSUANT TO ANY ASSESSMENT RECEIVED BY IT.
SECTION 6.03
MAINTENANCE OF PROPERTIES.
EACH
BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN, PRESERVE,
PROTECT AND KEEP ITS AND THEIR RESPECTIVE PROPERTIES IN GOOD REPAIR, WORKING
ORDER AND CONDITION (ORDINARY WEAR AND TEAR EXCEPTED), AND MAKE NECESSARY
REPAIRS, RENEWALS AND REPLACEMENTS SO THAT THE BUSINESS CARRIED ON BY THE
BORROWERS AND THEIR SUBSIDIARIES MAY BE PROPERLY CONDUCTED AT ALL TIMES, UNLESS
A BORROWER OR ITS SUBSIDIARY DETERMINES IN GOOD FAITH THAT THE CONTINUED
MAINTENANCE OF SUCH PROPERTY IS NO LONGER ECONOMICALLY DESIRABLE.
SECTION 6.04
INSURANCE.
THE BORROWERS SHALL, AND
SHALL CAUSE EACH OF THEIR SUBSIDIARIES TO MAINTAIN:
(A)
INSURANCE ON ITS PROPERTY WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES AGAINST LOSS AND DAMAGE IN AT LEAST THE
AMOUNTS (AND WITH ONLY THOSE DEDUCTIBLES) CUSTOMARILY MAINTAINED, AND AGAINST
SUCH RISKS AS ARE TYPICALLY INSURED AGAINST IN THE SAME GENERAL AREA, BY PERSONS
OF COMPARABLE SIZE ENGAGED IN THE SAME OR SIMILAR BUSINESS AS THE BORROWERS AND
THEIR SUBSIDIARIES; AND
(B)
ALL WORKER'S COMPENSATION, EMPLOYER'S
LIABILITY INSURANCE OR SIMILAR INSURANCE AS MAY BE REQUIRED UNDER THE LAWS OF
ANY STATE OR JURISDICTION IN WHICH IT MAY BE ENGAGED IN BUSINESS.
Without limiting the foregoing, all insurance policies required pursuant to this
Section shall (i) name the Lender as mortgagee (in the case of property
insurance) or additional insured (in the case of liability insurance), as
applicable, and provide that no cancellation or modification of the policies
shall be made without thirty (30) days' prior written notice to the Lender and
(ii) be in addition to any requirements to maintain specific types of insurance
contained in the other Loan Documents.
SECTION 6.05
BOOKS AND RECORDS.
EACH BORROWER
SHALL, AND SHALL CAUSE EACH OF THEIR SUBSIDIARIES TO, KEEP BOOKS AND RECORDS IN
ACCORDANCE WITH GAAP, AS APPLICABLE, WHICH ACCURATELY REFLECT ALL OF ITS
BUSINESS AFFAIRS AND TRANSACTIONS AND PERMIT THE LENDER OR ANY OF ITS RESPECTIVE
REPRESENTATIVES, AT REASONABLE TIMES AND INTERVALS UPON REASONABLE NOTICE TO
SUCH BORROWER, TO