SUCH WRITTEN STATEMENTS AND SCHEDULES AS THE COLLATERAL
AGENT MAY REASONABLY REQUIRE, DESIGNATING, IDENTIFYING OR DESCRIBING THE
COLLATERAL.
IF AT ANY TIME THE COMPANY SELLS, LEASES, TRANSFERS, CONVEYS OR
OTHERWISE DISPOSES ANY OF THE COLLATERAL (OTHER THAN DISPOSITIONS IN THE
ORDINARY COURSE OF BUSINESS OF OBSOLETE EQUIPMENT), THE COMPANY SHALL PROVIDE
WRITTEN NOTICE TO THE HOLDER OF SUCH DISPOSITION AND DETAILS THEREOF NO LATER
THAN THREE (3) BUSINESS DAYS FOLLOWING SUCH DISPOSITION.
25
(G)
TRANSACTIONS WITH AFFILIATES.
THE COMPANY
SHALL NOT, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO, RENEW,
EXTEND OR BE A PARTY TO, ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS
(INCLUDING, WITHOUT LIMITATION, THE PURCHASE, SALE, LEASE, TRANSFER OR EXCHANGE
OF PROPERTY OR ASSETS OF ANY KIND OR THE RENDERING OF SERVICES OF ANY KIND) WITH
ANY AFFILIATE, EXCEPT FOR FAIR CONSIDERATION AND ON TERMS NO LESS FAVORABLE TO
IT OR ITS SUBSIDIARIES THAN WOULD BE OBTAINABLE IN A COMPARABLE ARM'S LENGTH
TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE THEREOF.
(H)
PRESERVATION OF EXISTENCE, ETC.
THE COMPANY
SHALL MAINTAIN AND PRESERVE ITS EXISTENCE, RIGHTS AND PRIVILEGES, AND BECOME OR
REMAIN DULY QUALIFIED AND IN GOOD STANDING IN EACH JURISDICTION IN WHICH THE
CHARACTER OF THE PROPERTIES OWNED OR LEASED BY IT OR IN WHICH THE TRANSACTION OF
ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY.
(I)
MAINTENANCE OF PROPERTIES, ETC.
OTHER
THAN WITH RESPECT TO AGRICULTURAL LAND AND CONSERVATION LAND, THE COMPANY SHALL
MAINTAIN AND PRESERVE, AND CAUSE EACH SUBSIDIARY GUARANTOR AND EACH SIGNIFICANT
SUBSIDIARY TO MAINTAIN AND PRESERVE, ALL OF ITS PROPERTIES WHICH ARE NECESSARY
OR USEFUL IN THE PROPER CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND COMPLY, AND CAUSE EACH OF ITS
SUBSIDIARIES TO COMPLY, AT ALL TIMES WITH THE PROVISIONS OF ALL LEASES TO WHICH
IT IS A PARTY AS LESSEE OR UNDER WHICH IT OCCUPIES PROPERTY, SO AS TO PREVENT
ANY LOSS OR FORFEITURE THEREOF OR THEREUNDER.
(J)
MAINTENANCE OF INSURANCE.
THE COMPANY
SHALL MAINTAIN, AND CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN, INSURANCE WITH
RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS (INCLUDING,
WITHOUT LIMITATION, COMPREHENSIVE GENERAL LIABILITY, HAZARD, RENT AND BUSINESS
INTERRUPTION INSURANCE) WITH RESPECT TO ITS PROPERTIES (INCLUDING ALL REAL
PROPERTIES LEASED OR OWNED BY IT) AND BUSINESS, IN SUCH AMOUNTS AND COVERING
SUCH RISKS AS IS REQUIRED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION WITH
RESPECT THERETO OR AS IS CARRIED GENERALLY IN ACCORDANCE WITH SOUND BUSINESS
PRACTICE BY COMPANIES IN SIMILAR BUSINESSES SIMILARLY SITUATED AND IN ANY EVENT
IN AMOUNT, ADEQUACY AND SCOPE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
ALL POLICIES COVERING THE COLLATERAL SHALL BE ENDORSED WITH A STANDARD
NON-CONTRIBUTORY "MORTGAGEE" OR "SECURED PARTY" CLAUSE IN FAVOR OF THE
COLLATERAL AGENT AND ARE TO CONTAIN SUCH OTHER PROVISIONS AS THE COLLATERAL
AGENT MAY REASONABLY REQUIRE TO THE EXTENT OBTAINABLE FROM THE COMPANY'S INSURER
TO FULLY PROTECT THE INTEREST OF THE HOLDER AND THE HOLDER OF THE OTHER NOTES IN
THE COLLATERAL AND TO ANY PAYMENTS TO