WHICH IT IS NOW ENGAGED PLUS REASONABLE EXTENSIONS AND EXPANSIONS
THEREOF, EXCEPT THAT ANY BORROWER OR ANY SUBSIDIARY OF ANY BORROWER MAY, UPON
NOTICE TO THE AGENT, WITHDRAW FROM ANY BUSINESS ACTIVITY WHICH ITS BOARD OF
DIRECTORS REASONABLY DEEMS UNPROFITABLE OR UNSOUND.
5.3
MAINTENANCE AND INSURANCE.
EACH OF THE BORROWERS WILL AND WILL
CAUSE ITS RESPECTIVE SUBSIDIARIES TO MAINTAIN AND KEEP ITS PROPERTIES IN SUCH
REPAIR, WORKING ORDER AND CONDITION AS SHALL BE IN THE BEST INTERESTS OF ITS
BUSINESS, AND FROM TIME TO TIME MAKE ALL NEEDFUL AND PROPER REPAIRS, RENEWALS,
REPLACEMENTS, ADDITIONS AND IMPROVEMENTS
47
THERETO AS SUCH BORROWER, IN THE EXERCISE OF ITS REASONABLE JUDGMENT, DEEMS
NECESSARY OR ADVISABLE SO THAT ITS BUSINESS MAY BE PROPERLY CONDUCTED AT ALL
TIMES, AND WILL COMPLY WITH THE PROVISIONS OF ALL MATERIAL LEASES TO WHICH IT IS
A PARTY OR UNDER WHICH IT OCCUPIES PROPERTY SO AS TO PREVENT ANY MATERIAL LOSS
OR FORFEITURE THEREOF OR THEREUNDER; BUT NOTHING IN THIS SECTION 5.3 SHALL
PREVENT ANY BORROWER OR ANY SUBSIDIARY OF ANY BORROWER FROM SELLING, ABANDONING
OR OTHERWISE DISPOSING OF ANY PROPERTY OR LEASE IF SUCH PROPERTY OR LEASE IS NO
LONGER USEFUL IN THE BUSINESS OF SUCH BORROWER OR SUCH SUBSIDIARY.
EACH OF THE
BORROWERS AT ALL TIMES WILL AND WILL CAUSE ITS SUBSIDIARIES TO MAINTAIN WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE, IN SUCH AMOUNTS
(INCLUDING, WITHOUT LIMITATION, SO-CALLED "ALL-RISK" COVERAGE AT REPLACEMENT
VALUE AND "BROAD FORM" LIABILITY COVERAGE), AGAINST SUCH HAZARDS AND LIABILITIES
AND FOR SUCH PURPOSES AS MAY BE REASONABLE AND IS CUSTOMARY IN THE INDUSTRY FOR
COMPANIES OF ESTABLISHED REPUTATION ENGAGED IN THE SAME OR SIMILAR BUSINESSES
AND OWNING OR OPERATING SIMILAR PROPERTIES.
5.4
TAXES.
EACH OF THE BORROWERS AND ITS SUBSIDIARIES WILL PAY OR
CAUSE TO BE PAID ALL TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES ON OR AGAINST IT
OR ITS PROPERTIES PRIOR TO SUCH TAXES BECOMING DELINQUENT, EXCEPT FOR ANY TAX,
ASSESSMENT OR CHARGE WHICH IS BEING CONTESTED IN GOOD FAITH BY PROPER LEGAL
PROCEEDINGS (TO THE EXTENT LEGAL PROCEEDINGS ARE APPLICABLE) AND WITH RESPECT TO
WHICH RESERVES REQUIRED BY GAAP HAVE BEEN ESTABLISHED AND ARE BEING MAINTAINED,
PROVIDED THAT NO ENFORCEMENT ACTION TO ENFORCE A LIEN HAS BEEN COMMENCED AGAINST
ANY BORROWER OR ITS SUBSIDIARIES WITH RESPECT TO ANY SUCH TAX, ASSESSMENT OR
CHARGE WHICH IS MATERIAL IN AMOUNT.
5.5
LIMITATION OF INDEBTEDNESS.
EXCEPT WITH THE PRIOR WRITTEN CONSENT
OF THE AGENT AND EACH BANK, NO BORROWER WILL, OR WILL CAUSE OR PERMIT ANY OF ITS
SUBSIDIARIES AT ANY TIME TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST, OR IN ANY
MANNER BECOME OR BE LIABLE DIRECTLY OR INDIRECTLY WITH RESPECT TO, ANY
INDEBTEDNESS EXCEPT:
(I) THE OBLIGATIONS; (II) INDEBTEDNESS FOR BORROWED MONEY
EXISTING ON THE DATE OF THIS AGREEMENT, LISTED AND DESCRIBED, BUT ONLY TO THE
EXTENT SO LISTED AND DESCRIBED, ON EXHIBIT C ATTACHED HERETO; (III) INDEBTEDNESS
FOR THE PURCHASE PRICE OF CAPITAL ASSETS AND CAPITALIZED LEASES INCURRED IN THE
ORDINARY COURSE OF BUSINESS, SUBJECT, HOWEVER, TO THE LIMITATIONS