THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT).
(B)
COMPLIANCE WITH LAWS.
COMPLY, AND CAUSE
EACH OF ITS SUBSIDIARIES TO COMPLY WITH ALL LAWS, RULES, REGULATIONS AND ORDERS
OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY, SUCH COMPLIANCE
TO INCLUDE WITHOUT LIMITATION, ERISA, ENVIRONMENTAL LAWS AND THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS CHAPTER OF THE ORGANIZED CRIME CONTROL ACT
OF 1970, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
ENVIRONMENTAL MATTERS.
COMPLY, AND CAUSE
EACH MATERIAL SUBSIDIARY AND ALL LESSEES AND OTHER PERSONS OPERATING OR
OCCUPYING ITS PROPERTIES TO COMPLY WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS; OBTAIN AND RENEW, AND CAUSE EACH OF ITS SUBSIDIARIES TO
OBTAIN AND RENEW, ALL ENVIRONMENTAL PERMITS NECESSARY FOR ITS OPERATIONS AND
PROPERTIES (INCLUDING ALL COLLATERAL) 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 (INCLUDING ALL
COLLATERAL), IN ACCORDANCE WITH THE REQUIREMENTS OF ALL ENVIRONMENTAL LAWS, IN
EACH CASE TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; 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)
INSURANCE.
MAINTAIN, AND CAUSE EACH
MATERIAL SUBSIDIARY 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 SUCH LOAN PARTY OR SUCH SUBSIDIARY
OPERATES.
47
(E)
TAXES.
PAY AND DISCHARGE, AND CAUSE EACH
OF ITS SUBSIDIARIES TO PAY AND DISCHARGE PROMPTLY ALL MATERIAL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS
INCOME OR PROFITS OR IN RESPECT OF ITS PROPERTY, WHICH, IF UNPAID, COULD BECOME
A LIEN OR CHARGE UPON SUCH PROPERTIES OR ANY PART THEREOF; PROVIDED, HOWEVER,
THAT THE BORROWER AND EACH GUARANTOR SHALL NOT BE REQUIRED TO PAY AND DISCHARGE
OR TO CAUSE TO BE PAID AND DISCHARGED ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR
CLAIM SO LONG AS THE VALIDITY OR AMOUNT THEREOF SHALL BE CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS, IN EACH CASE, IF THE BORROWER AND THE GUARANTORS
SHALL HAVE SET ASIDE ON THEIR BOOKS ADEQUATE RESERVES THEREFOR IN CONFORMITY
WITH GAAP, UNLESS AND UNTIL ANY LIEN RESULTING THEREFROM ATTACHES TO ITS
PROPERTY AND BECOMES ENFORCEABLE AGAINST ITS OTHER CREDITORS.
(F)
ACCESS TO BOOKS AND RECORDS.
(I)
MAINTAIN OR CAUSE TO BE MAINTAINED AT
ALL TIMES TRUE AND COMPLETE BOOKS AND RECORDS IN ACCORDANCE