Common use of Maintenance of Properties and Corporate Existence Clause in Contracts

Maintenance of Properties and Corporate Existence. The Company and its Subsidiaries will each: (a) maintain its property in good condition and make all needful and proper renewals, replacements, additions, betterments and improvements thereto, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be conducted properly and advantageously at all times; provided that nothing in this Section 12.3 shall prevent the Company or any Subsidiary from discontinuing the use, operation or maintenance of any properties or disposing of any of them if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company or such Subsidiary; (b) subject to Section 13.12 (if and to the extent in effect), keep adequately insured, by financially sound and reputable insurers, all of its property of a character usually insured by entities engaged in the same or a similar business similarly situated against loss or damage of the kinds and in amounts customarily insured against by such entities and with deductibles or co-insurance no greater than is customary, and carry, with such insurers in customary amounts and with deductibles or co-insurance no greater than is customary, such other insurance, including public liability insurance and liability insurance against claims for any violation of applicable law, as is usually carried by entities engaged in the same or a similar business similarly situated, provided that compliance with the insurance covenants in the Senior Indentures will be satisfactory compliance with this paragraph; (c) keep proper books of record and account in which full, true and correct entries will be made of all its business transactions in accordance with GAAP; (d) set aside on its books from its earnings for each fiscal year, beginning with the first such year ending subsequent to the date hereof and for each fiscal year thereafter, in amounts deemed adequate in the opinion of the Company, all proper accruals and reserves which, in accordance with GAAP, should be set aside from such earnings in connection with its business, including, without limitation, reserves for depreciation, obsolescence and/or amortization and accruals for taxes for such period, including all taxes based on or measured by income or profits; and (e) except as otherwise permitted or contemplated hereby, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and such rights, patents, trademarks, copyrights, licenses, permits, franchises and governmental authorizations as the Company determines to be necessary for the present and presently planned future conduct of its business.

Maintenance of Properties and Corporate Existence. The Company Borrower will, and will cause each of its Subsidiaries will eachto: (a) maintain its property Property in good condition and make all needful and proper necessary renewals, repairs, replacements, additions, betterments betterments, and improvements thereto, all as in thereto consistent with the judgment historical practices of the Company may be necessary so that the business carried on in connection therewith may be conducted properly and advantageously at all times; provided that nothing in this Section 12.3 shall prevent the Company or any Subsidiary from discontinuing the use, operation or maintenance of any properties or disposing of any of them if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company or such SubsidiaryPersons; (b) subject to Section 13.12 (if and to the extent in effect), keep adequately insured, by financially sound and reputable insurers, all of its property of a character usually insured by entities engaged in the same or a similar business similarly situated against loss or damage of the kinds and in amounts customarily insured against by such entities and with deductibles or co-insurance no greater than is customary, and carry, with such insurers in customary amounts and with deductibles or co-insurance no greater than is customary, such other insurance, including public liability insurance and liability insurance against claims for any violation of applicable law, as is usually carried by entities engaged in the same or a similar business similarly situated, provided that compliance with the insurance covenants in the Senior Indentures will be satisfactory compliance with this paragraph; (c) keep proper true books of record records and account accounts in which full, true full and correct entries will be made of all its business transactions and will reflect in accordance with GAAPits financial statements adequate accruals and appropriations to reserves; (dc) set aside on its books from its earnings for each fiscal year, beginning with the first such year ending subsequent to the date hereof and for each fiscal year thereafter, in amounts deemed adequate in the opinion of the Company, all proper accruals and reserves which, in accordance with GAAP, should be set aside from such earnings in connection with its business, including, without limitation, reserves for depreciation, obsolescence and/or amortization and accruals for taxes for such period, including all taxes based on or measured by income or profits; and (e) except as otherwise permitted or contemplated hereby, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence existence, rights and such rightspowers and franchises including, patentswithout limitation thereof, trademarksany necessary qualification or licensing in any foreign jurisdiction; (d) comply with (i) all applicable statutes, copyrightsregulations, licensesfranchises, permitsand Orders of, franchises and governmental authorizations as all applicable restrictions imposed by, any Governmental Body, in respect of the Company determines to be necessary for the present and presently planned future conduct of its businessbusiness and the ownership of its Properties (including, without limitation, all Environmental Laws and all applicable statutes, rules, ordinances, regulations and Orders relating to fair labor standards, equal employment opportunities and occupational health and safety) and (ii) all terms of any material mortgage, indenture, contract, agreement or instrument, applicable to Borrower or any of its Properties; and (e) keep any Property it owns or operates free of contamination from Hazardous Materials and any other potentially harmful chemical or physical conditions. If Borrower or any Subsidiary receives notice of any Environmental Matter or contamination with Hazardous Materials that relates to any of them or their respective Properties, then Borrower agrees, upon request of Agent, to provide Agent with such reports, certificates, engineering studies or other written material or data as Agent may reasonably require so as to satisfy Agent that Borrower or such Subsidiary is in compliance with its obligations under this Agreement. Borrower 57 covenants and agrees to, and to cause each of its Subsidiaries to, cooperate fully with such consultant in any such audits, including, without limitation, by providing such reasonable access to Borrower's and its Subsidiaries' books, records, Properties, employees and agents and by furnishing such written and oral information as such consultant may reasonably request in connection with any such audits.

Maintenance of Properties and Corporate Existence. The Company Borrower will, and ------------------------------------------------- will cause each of its Subsidiaries will eachto: (aA) maintain its property Property in good condition and make all needful and proper necessary renewals, repairs, replacements, additions, betterments betterments, and improvements thereto, all as in thereto consistent with the judgment historical practices of the Company may be necessary so that the business carried on in connection therewith may be conducted properly and advantageously at all times; provided that nothing in this Section 12.3 shall prevent the Company or any Subsidiary from discontinuing the use, operation or maintenance of any properties or disposing of any of them if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company or such SubsidiaryPersons; (b) subject to Section 13.12 (if and to the extent in effect), keep adequately insured, by financially sound and reputable insurers, all of its property of a character usually insured by entities engaged in the same or a similar business similarly situated against loss or damage of the kinds and in amounts customarily insured against by such entities and with deductibles or co-insurance no greater than is customary, and carry, with such insurers in customary amounts and with deductibles or co-insurance no greater than is customary, such other insurance, including public liability insurance and liability insurance against claims for any violation of applicable law, as is usually carried by entities engaged in the same or a similar business similarly situated, provided that compliance with the insurance covenants in the Senior Indentures will be satisfactory compliance with this paragraph; (cB) keep proper true books of record records and account accounts in which full, true full and correct entries will be made of all its business transactions and will reflect in accordance with GAAPits financial statements adequate accruals and appropriations to reserves; (dC) set aside on its books from its earnings for each fiscal year, beginning with the first such year ending subsequent to the date hereof and for each fiscal year thereafter, in amounts deemed adequate in the opinion of the Company, all proper accruals and reserves which, in accordance with GAAP, should be set aside from such earnings in connection with its business, including, without limitation, reserves for depreciation, obsolescence and/or amortization and accruals for taxes for such period, including all taxes based on or measured by income or profits; and (e) except as otherwise permitted or contemplated hereby, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence existence, rights and such rightspowers and franchises including, patentswithout limitation thereof, trademarksany necessary qualification or licensing in any foreign jurisdiction; (D) comply with (i) all applicable statutes, copyrightsregulations, licensesfranchises, permitsand Orders of, franchises and governmental authorizations as all applicable restrictions imposed by, any Governmental Body, in respect of the Company determines to be necessary for the present and presently planned future conduct of its businessbusiness and the ownership of its Properties (including, without limitation, all Environmental Laws and all applicable statutes, rules, ordinances, regulations and Orders relating to fair labor standards, equal employment opportunities and occupational health and safety) and (ii) all terms of any material mortgage, indenture, contract, agreement or instrument, applicable to Borrower or any of its Properties; and (E) keep any Property it owns or operates free of contamination from Hazardous Materials and any other potentially harmful chemical or physical conditions. If Borrower or any Subsidiary receives notice of any Environmental Matter or contamination with Hazardous Materials that relates to any of them or their respective Properties, then Borrower agrees, upon request of Agent, to provide Agent with such reports, certificates, engineering studies or other written material or data as Agent may reasonably require so as to satisfy Agent that Borrower or such Subsidiary is in compliance with its obligations under this Agreement. Borrower covenants and agrees to, and to cause each of its Subsidiaries to, cooperate fully with such consultant in any such audits, including, without limitation, by providing such reasonable access to Borrower's and its Subsidiaries' books, records, Properties, employees and agents and by furnishing such written and oral information as such consultant may reasonably request in connection with any such audits.

Maintenance of Properties and Corporate Existence. The Subject to, and in compliance with, the provisions of Article X and the provisions of the applicable Security Documents, American Commercial Lines and the Company shall cause all material properties used or useful in the conduct of their business or the business of any of the Guarantors to be maintained and its Subsidiaries will each: (a) maintain its property kept in good condition operating condition, repair and make working order (ordinary wear and tear and casualty loss excepted) and supplied with all needful necessary equipment and proper shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto; provided, all as in the judgment of that American Commercial Lines and the Company may shall not be necessary obligated to make such repairs, renewals, replacements, betterments and improvements or maintain such properties if the failure to do so that would not result in a material adverse effect on the business carried on in connection therewith may be conducted properly and advantageously at all times; provided that nothing in this Section 12.3 shall prevent ability of American Commercial Lines, the Company or any Subsidiary from discontinuing and the useGuarantors to satisfy their obligations under the Notes, operation or maintenance of any properties or disposing of any of them if such discontinuance or disposal isthe Guarantees, in this Indenture and the judgment of Security Documents. Subject to Section 4.14 and Article V hereof, as the Companycase may be, desirable in the conduct of the business of American Commercial Lines and the Company or such Subsidiary; (b) subject to Section 13.12 (if and to the extent in effect), keep adequately insured, by financially sound and reputable insurers, all of its property of a character usually insured by entities engaged in the same or a similar business similarly situated against loss or damage of the kinds and in amounts customarily insured against by such entities and with deductibles or co-insurance no greater than is customary, and carry, with such insurers in customary amounts and with deductibles or co-insurance no greater than is customary, such other insurance, including public liability insurance and liability insurance against claims for any violation of applicable law, as is usually carried by entities engaged in the same or a similar business similarly situated, provided that compliance with the insurance covenants in the Senior Indentures will be satisfactory compliance with this paragraph; (c) keep proper books of record and account in which full, true and correct entries will be made of all its business transactions in accordance with GAAP; (d) set aside on its books from its earnings for each fiscal year, beginning with the first such year ending subsequent to the date hereof and for each fiscal year thereafter, in amounts deemed adequate in the opinion of the Company, all proper accruals and reserves which, in accordance with GAAP, should be set aside from such earnings in connection with its business, including, without limitation, reserves for depreciation, obsolescence and/or amortization and accruals for taxes for such period, including all taxes based on or measured by income or profits; and (e) except as otherwise permitted or contemplated hereby, shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and such rightsthe corporate, patentspartnership, trademarks, copyrights, licenses, permits, franchises and governmental authorizations limited liability company or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of American Commercial Lines, the Company determines or any such Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of American Commercial Lines, the Company and its Restricted Subsidiaries; provided that American Commercial Lines and the Company shall not be required to be necessary for preserve any such right, license or franchise, or the present and presently planned future corporate, partnership or other existence of any of their respective Restricted Subsidiaries, if the Board of Directors of American Commercial Lines or the Company, as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of American Commercial Lines, the Company and its businessRestricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Maintenance of Properties and Corporate Existence. The Company and its Subsidiaries will eachwill: (a) maintain its property in good condition and make all needful and proper necessary renewals, replacements, additions, betterments and improvements thereto, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be conducted properly and advantageously at all times; provided that nothing in this Section 12.3 shall prevent , except where the Company or any Subsidiary from discontinuing the use, operation or maintenance of any properties or disposing of any of them if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company or such Subsidiaryfailure to do so could not reasonably be expected to have a Material Adverse Effect; (b) subject to Section 13.12 (if and to the extent in effect), keep adequately insured, by financially sound and reputable insurers, all of its property of a character usually insured by entities engaged in the same or a similar business similarly situated against loss or damage of the kinds and in amounts customarily insured against by such entities and with deductibles or co-insurance no greater than is customary, and carry, with such insurers in customary amounts and with deductibles or co-insurance no greater than is customary, such other insurance, including public liability insurance and liability insurance against claims for any violation of applicable law, as is usually carried by entities engaged in the same or a similar business similarly situated, provided that compliance with the insurance covenants in the Senior Indentures will be satisfactory compliance with this paragraph; (c) keep proper books of record and account in which full, true and correct entries will be made of all its business transactions in accordance with GAAP; (d) set aside on its books from its earnings for each fiscal year, beginning with the first such year ending subsequent to the date hereof and for each fiscal year thereafter, in amounts deemed adequate in the opinion generally maintain a system of the Company, all proper accruals accounting established and reserves whichadministered, in accordance with GAAP, should be set aside from such earnings in connection with its business, including, without limitation, reserves for depreciation, obsolescence and/or amortization and accruals for taxes for such period, including all taxes based on or measured by income or profits; and (ed) except as otherwise permitted or contemplated hereby, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and such rights, patents, trademarks, copyrights, licenses, permits, franchises and governmental authorizations Governmental Authorizations as the Company determines to be necessary necessary, or as are required for the present and presently planned future conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided; however, that the Company may, in its sole discretion, cause the Company to merge with and into another Person incorporated or formed in a State other than the State of Colorado in a reorganization subject to Section 368(a)(1)(F) of the Internal Revenue Code; provided that the surviving entity assumes all of the Company’s obligations to the Investors hereunder and under the other Transaction Documents, and such merger does not adversely affect any of the Investors’ rights hereunder or under the other Transaction Documents or the rights, privileges or preferences of any of the Shares under the articles of incorporation of the Company, as amended from time to time.