PRIVILEGES
AND FRANCHISES, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; PROVIDED, HOWEVER, THAT EACH
BORROWER AND ITS RESTRICTED SUBSIDIARIES MAY CONSUMMATE ANY MERGER OR
CONSOLIDATION PERMITTED UNDER SECTION 5.02(C) AND PROVIDED FURTHER THAT NEITHER
BORROWER NOR ANY OF ITS RESTRICTED SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE
ANY RIGHT, PERMIT, LICENSE, APPROVAL, PRIVILEGE OR FRANCHISE IF THE BOARD OF
DIRECTORS OF SUCH BORROWER OR SUCH RESTRICTED SUBSIDIARY SHALL DETERMINE THAT
THE PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF THE BUSINESS
OF SUCH BORROWER OR SUCH RESTRICTED SUBSIDIARY, AS THE CASE MAY BE, AND THAT THE
LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO SUCH BORROWER,
SUCH RESTRICTED SUBSIDIARY OR THE LENDER PARTIES.
(E)
CONDUCT OF BUSINESS.
FROM AND AFTER THE CLOSING DATE, ENGAGE, AND
CAUSE ITS SUBSIDIARIES (TAKEN AS A WHOLE) TO ENGAGE, PRIMARILY IN (I) THE
VEHICLE COMPONENT BUSINESS AND ANY ACTIVITY OR BUSINESS INCIDENTAL, DIRECTLY
RELATED OR SIMILAR THERETO, OR ANY OTHER LINES OF BUSINESS CARRIED ON BY SUCH
BORROWER AND ITS SUBSIDIARIES ON THE CLOSING DATE OR UTILIZING SUCH BORROWER'S
OR SUBSIDIARIES' MANUFACTURING CAPABILITIES ON THE CLOSING DATE AND (II) OTHER
BUSINESSES OR ACTIVITIES THAT CONSTITUTE A REASONABLE EXTENSION, DEVELOPMENT OR
EXPANSION THEREOF OR THAT ARE ANCILLARY OR REASONABLY RELATED THERETO.
(F)
VISITATION RIGHTS.
AT ANY REASONABLE TIME AND FROM TIME TO TIME,
UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS, PERMIT ANY AUTHORIZED
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR THE MAJORITY LENDERS
TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF
ACCOUNT OF, AND VISIT THE PROPERTIES OF, SUCH BORROWER AND ANY OF ITS RESTRICTED
SUBSIDIARIES, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SUCH BORROWER
AND ANY OF ITS RESTRICTED SUBSIDIARIES WITH ANY OF THEIR OFFICERS OR DIRECTORS
AND WITH THEIR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS; PROVIDED THAT SUCH
BORROWER MAY, IF IT SO CHOOSES, BE PRESENT AT OR PARTICIPATE IN ANY SUCH
DISCUSSION.
(G)
KEEPING OF BOOKS.
KEEP, AND CAUSE EACH OF ITS SUBSIDIARIES TO
KEEP, PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL AND CORRECT ENTRIES
SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF SUCH
BORROWER AND EACH SUCH SUBSIDIARY IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES IN EFFECT FROM TIME TO TIME.
70
(H)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN AND PRESERVE, AND CAUSE
EACH OF ITS RESTRICTED SUBSIDIARIES TO MAINTAIN AND PRESERVE, ALL OF ITS
PROPERTIES THAT ARE USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS (INCLUDING
INTELLECTUAL PROPERTY) IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR EXCEPTED, IN EACH CASE CONSISTENT WITH PAST PRACTICE, AND WILL FROM TIME TO
TIME MAKE OR CAUSE TO BE MADE ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS
THEREOF, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT REASONABLY BE LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
(I)
TRANSACTIONS WITH AFFILIATES.
CONDUCT, AND CAUSE EACH OF ITS
RESTRICTED SUBSIDIARIES TO CONDUCT, ALL TRANSACTIONS OTHERWISE