BORROWER WILL CAUSE EACH
MEMBER OF THE CONSOLIDATED GROUP TO COMPLY WITH ALL LAWS, RULES, REGULATIONS AND
REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO ITS BUSINESS AND
PROPERTIES, INCLUDING WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS, ERISA AND
OSHA, EXCEPT WHERE THE FAILURE TO DO SO, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 5.5.
PAYMENT OF OBLIGATIONS.
THE BORROWER WILL CAUSE EACH
MEMBER OF THE CONSOLIDATED GROUP TO PAY AND DISCHARGE AT OR BEFORE MATURITY, ALL
OF ITS OBLIGATIONS AND LIABILITIES (INCLUDING WITHOUT LIMITATION ALL TAX
LIABILITIES AND CLAIMS THAT COULD RESULT IN A STATUTORY LIEN) BEFORE THE SAME
SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT
THEREOF IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) THE
APPLICABLE MEMBER OF THE CONSOLIDATED GROUP HAS SET ASIDE ON ITS BOOKS ADEQUATE
RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO
MAKE PAYMENT PENDING SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
SECTION 5.6.
BOOKS AND RECORDS.
THE BORROWER WILL CAUSE EACH MEMBER
OF THE CONSOLIDATED GROUP TO KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH
FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN
RELATION TO ITS BUSINESS AND ACTIVITIES TO THE EXTENT NECESSARY TO PREPARE THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE CONSOLIDATED GROUP IN CONFORMITY WITH
GAAP.
SECTION 5.7.
VISITATION, INSPECTION, ETC.
THE BORROWER WILL CAUSE
EACH MEMBER OF THE CONSOLIDATED GROUP TO PERMIT ANY REPRESENTATIVE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER, TO VISIT AND INSPECT ITS PROPERTIES, TO
EXAMINE ITS BOOKS AND RECORDS AND TO MAKE COPIES AND TAKE EXTRACTS THEREFROM,
AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ANY OF ITS OFFICERS AND
WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES
AND AS OFTEN AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST
AFTER REASONABLE PRIOR NOTICE TO THE BORROWER OR OTHER MEMBER OF THE
CONSOLIDATED GROUP; PROVIDED, HOWEVER, IF AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, NO PRIOR NOTICE SHALL BE REQUIRED.
SECTION 5.8.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE BORROWER WILL
CAUSE EACH MEMBER OF THE CONSOLIDATED GROUP TO (A) KEEP AND MAINTAIN ALL
PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, (B) MAINTAIN WITH FINANCIALLY SOUND
AND REPUTABLE INSURANCE COMPANIES, INSURANCE WITH RESPECT TO ITS PROPERTIES AND
BUSINESS, AND THE PROPERTIES AND BUSINESS OF ITS SUBSIDIARIES, AGAINST LOSS OR
DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY COMPANIES IN THE SAME OR
SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS, AND (C) AT ALL
TIMES SHALL NAME ADMINISTRATIVE AGENT AS ADDITIONAL INSURED ON ALL GENERAL
LIABILITY POLICIES OF THE MEMBERS OF THE CONSOLIDATED GROUP.
56
SECTION 5.9.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE BORROWER WILL
USE THE PROCEEDS OF ALL LOANS TO REFINANCE EXISTING DEBT ON THE CLOSING DATE, TO