SUCH SUBSIDIARY, AS THE CASE MAY
14
BE, AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO
GUARANTOR, SUCH SUBSIDIARY OR BANK.
4.9
MAINTENANCE OF PROPERTY.
GUARANTOR SHALL MAINTAIN AND PRESERVE
ALL ITS PROPERTY WHICH IS NECESSARY FOR USE IN ITS BUSINESS IN GOOD WORKING
ORDER AND CONDITION, EXCEPT AS PERMITTED UNDER THOSE EXCEPTIONS SET FORTH IN
SECTION 5.3(B) OF THE PARENT CREDIT AGREEMENT AS IN EFFECT ON THE DATE HEREOF,
AND EXCEPT TO THE EXTENT THAT GUARANTOR DETERMINES IN GOOD FAITH THAT IT IS NOT
IN THE BEST INTEREST OF GUARANTOR AND ITS SUBSIDIARIES TO DO SO.
4.10
INSURANCE.
GUARANTOR SHALL MAINTAIN INSURANCE WITH FINANCIALLY
SOUND AND REPUTABLE INSURERS WITH RESPECT TO ITS PROPERTIES AND BUSINESS AGAINST
LOSS OR DAMAGE OF THE KINDS CONSISTENT WITH INDUSTRY PRACTICE OF PERSONS ENGAGED
IN THE SAME OR SIMILAR BUSINESS, OF SUCH TYPES AND IN SUCH AMOUNTS AS ARE
CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER PERSONS.
4.11
PAYMENT OF TAXES AND LIENABLE ITEMS.
GUARANTOR SHALL PAY AND
DISCHARGE, AS THEY BECOME DUE AND PAYABLE, ALL CLAIMS FOR MATERIAL TAX
LIABILITIES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES AGAINST IT OR UPON
ITS PROPERTIES OR ASSETS AND ALL LAWFUL CLAIMS WHICH, IF UNPAID, WOULD, WITH THE
PASSAGE OF TIME OR NOTICE OR BOTH, BY LAW BECOME A LIEN UPON ITS PROPERTY (OTHER
THAN A LIEN PERMITTED BY THOSE EXCEPTIONS SET FORTH IN SECTION 5.3(A) OF THE
PARENT CREDIT AGREEMENT AS IN EFFECT ON THE DATE HEREOF), UNLESS (I) SUCH CLAIM
IS CONTESTED IN GOOD FAITH; (II) ADEQUATE RESERVES HAVE BEEN ESTABLISHED FOR
SUCH CLAIM TO THE EXTENT REQUIRED BY GAAP AND OTHER ADEQUATE PROVISION FOR THE
PAYMENT THEREOF HAS BEEN MADE; (III) ENFORCEMENT OF SUCH CLAIM IS EFFECTIVELY
STAYED DURING ANY TIME AS SUCH CLAIM MAY OTHERWISE BECOME A LIEN; AND (IV) IF
SUCH CLAIM IS FINALLY DETERMINED TO BE DUE, IT IS PAID, WITH ALL INTEREST OR
PENALTIES THEREON, PROMPTLY AFTER RESOLUTION OF SUCH CONTEST.
4.12
CONDUCT OF BUSINESS.
GUARANTOR SHALL ENGAGE IN ANY BUSINESS OR
ACTIVITY OTHER THAN THE BUSINESSES DESCRIBED IN SCHEDULE 4.1(O) OF THE PARENT
CREDIT AGREEMENT AS IN EFFECT ON THE DATE HEREOF, AND ANY ACTIVITY REASONABLY
INCIDENTAL THERETO.
4.13
COMPLIANCE WITH ERISA.
GUARANTOR SHALL DIRECTLY OR INDIRECTLY (OR
PERMIT ANY ERISA AFFILIATE DIRECTLY OR INDIRECTLY TO) (I) TERMINATE ANY PLAN
SUBJECT TO TITLE IV OF ERISA SO AS TO RESULT IN LIABILITY TO GUARANTOR OR ANY
ERISA AFFILIATE IN EXCESS OF $1,000,000 IN THE AGGREGATE; (II) PERMIT ANY ERISA
EVENT TO EXIST; OR (III) MAKE A COMPLETE OR PARTIAL WITHDRAWAL (WITHIN THE
MEANING OF ERISA SECTION 4201) FROM ANY MULTIEMPLOYER PLAN SO AS TO RESULT IN
LIABILITY TO BORROWER OR ANY ERISA AFFILIATE IN EXCESS OF $1,000,000 IN THE
AGGREGATE.
5.
RENEWAL AND EXTENSION.
GUARANTOR AUTHORIZES BANK, WITHOUT NOTICE
TO, DEMAND OF, OR CONSENT FROM GUARANTOR, AND WITHOUT AFFECTING ITS LIABILITY TO
BANK HEREUNDER, FROM TIME TO TIME TO (A) RENEW, EXTEND, ACCELERATE OR OTHERWISE
CHANGE THE TIME OR PLACE FOR PAYMENT OF,