FROM TIME
TO TIME SHALL HAVE BEEN MADE THEREFOR, OR (Y) THE NONPAYMENT OF ALL SUCH TAXES,
ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(E)
INSURANCE.
THE BORROWER SHALL MAINTAIN FOR
ITSELF AND ITS SUBSIDIARIES, OR SHALL CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN
IN FULL FORCE AND EFFECT, SUCH INSURANCE POLICIES AND PROGRAMS AS REFLECT
COVERAGE THAT IS REASONABLY CONSISTENT WITH PRUDENT INDUSTRY PRACTICE FOR
COMPANIES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
(F)
INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS.
THE BORROWER SHALL PERMIT AND CAUSE EACH OF THE BORROWER'S
SUBSIDIARIES TO PERMIT, THE LENDER OR ANY AUTHORIZED REPRESENTATIVE(S)
DESIGNATED BY THE LENDER TO VISIT AND INSPECT ANY OF THE PROPERTIES OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, TO EXAMINE, AUDIT, CHECK AND MAKE COPIES OF
THEIR RESPECTIVE FINANCIAL AND ACCOUNTING RECORDS, BOOKS, JOURNALS, ORDERS,
RECEIPTS AND ANY CORRESPONDENCE AND OTHER DATA RELATING TO THEIR RESPECTIVE
BUSINESSES OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH ENVIRONMENTAL COMPLIANCE, HAZARD OR LIABILITY),
AND TO DISCUSS THEIR AFFAIRS, FINANCES AND ACCOUNTS WITH THEIR OFFICERS, ALL
UPON REASONABLE NOTICE AND AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS
HOURS, AS OFTEN AS MAY BE REASONABLY REQUESTED.
THE BORROWER SHALL KEEP AND
MAINTAIN, IN ALL MATERIAL RESPECTS, PROPER BOOKS OF RECORD AND ACCOUNT ON A
CONSOLIDATED BASIS IN WHICH ENTRIES IN CONFORMITY WITH GAAP SHALL BE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION TO THEIR RESPECTIVE BUSINESSES AND
ACTIVITIES.
THE BORROWER SHALL CAUSE EACH OF ITS SUBSIDIARIES TO KEEP AND
MAINTAIN, IN ALL MATERIAL RESPECTS, PROPER BOOKS OF RECORD AND ACCOUNT.
IF A
DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER, UPON THE LENDER'S REQUEST,
SHALL PROVIDE COPIES OF SUCH RECORDS TO THE LENDER OR ITS REPRESENTATIVES.
58
(G)
ERISA COMPLIANCE.
THE BORROWER SHALL, AND
SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN AND OPERATE ALL PLANS TO
COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF ERISA AND SHALL OPERATE
ALL PLANS AND NON-ERISA COMMITMENTS TO COMPLY IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF THE CODE, ALL OTHER APPLICABLE LAWS, AND THE
REGULATIONS AND INTERPRETATIONS THEREUNDER AND THE RESPECTIVE REQUIREMENTS OF
THE GOVERNING DOCUMENTS FOR SUCH PLANS AND NON-ERISA COMMITMENTS, UNLESS THE
FAILURE TO MAINTAIN, OPERATE AND COMPLY WITH THE FOREGOING, AS APPLICABLE, WOULD
NOT REASONABLY BE EXPECTED TO SUBJECT BORROWER OR ITS SUBSIDIARIES TO A
LIABILITY IN EXCESS OF $3,000,000.
(H)
MAINTENANCE OF PROPERTY.
THE BORROWER SHALL
CAUSE ALL MATERIAL PROPERTY USED IN THE CONDUCT OF ITS BUSINESS OR THE BUSINESS
OF ANY SUBSIDIARY TO BE MAINTAINED AND KEPT IN ADEQUATE CONDITION, REPAIR AND
WORKING ORDER AND SUPPLIED WITH ALL NECESSARY EQUIPMENT AND SHALL CAUSE TO BE
MADE ALL NECESSARY REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND IMPROVEMENTS
THEREOF, ALL AS IN THE JUDGMENT OF THE BORROWER MAY BE NECESSARY SO THAT THE
BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL
TIMES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 7.2(H) SHALL PREVENT THE