INCOME, PROFITS
OR PROPERTY, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE IN
ACCORDANCE WITH AGREEMENT ACCOUNTING PRINCIPLES AND SAP, AS APPLICABLE.
7.6
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO,
MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON
ALL THEIR PROPERTY IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS CONSISTENT WITH
SOUND BUSINESS PRACTICE, AND THE BORROWER WILL FURNISH TO THE AGENT AND ANY
LENDER UPON REQUEST FULL INFORMATION AS TO THE INSURANCE CARRIED.
7.7
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS, ORDERS, WRITS,
JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT, INCLUDING,
WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS, THE NONCOMPLIANCE WITH WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.8
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, DO ALL THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND KEEP
ITS PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION, AND MAKE ALL NECESSARY
AND PROPER REPAIRS, RENEWALS AND
46
REPLACEMENTS SO THAT ITS BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE
PROPERLY CONDUCTED AT ALL TIMES.
7.9
INSPECTION; MAINTENANCE OF BOOKS AND RECORDS.
THE BORROWER WILL,
AND WILL CAUSE EACH SUBSIDIARY TO, PERMIT THE AGENT AND THE LENDERS, BY THEIR
RESPECTIVE REPRESENTATIVES AND AGENTS, TO INSPECT ANY OF THE PROPERTY, BOOKS AND
FINANCIAL RECORDS OF THE BORROWER AND EACH SUBSIDIARY, TO EXAMINE AND MAKE
COPIES OF THE BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF THE BORROWER AND
EACH SUBSIDIARY, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE
BORROWER AND EACH SUBSIDIARY WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR
RESPECTIVE OFFICERS AT SUCH REASONABLE TIMES AND INTERVALS, DURING NORMAL
BUSINESS HOURS AND UPON REASONABLE PRIOR NOTICE TO THE BORROWER, AS THE AGENT OR
ANY LENDER MAY DESIGNATE.
THE BORROWER WILL KEEP OR CAUSE TO BE KEPT, AND CAUSE
EACH SUBSIDIARY TO KEEP OR CAUSE TO BE KEPT, APPROPRIATE RECORDS AND BOOKS OF
ACCOUNT IN WHICH COMPLETE ENTRIES ARE TO BE MADE REFLECTING ITS AND THEIR
BUSINESS AND FINANCIAL TRANSACTIONS, SUCH ENTRIES TO BE MADE IN ACCORDANCE WITH
AGREEMENT ACCOUNTING PRINCIPLES AND SAP, AS APPLICABLE, CONSISTENTLY APPLIED.
7.10
DIVIDENDS AND STOCK REPURCHASES.
THE BORROWER
WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, DECLARE OR PAY ANY DIVIDENDS OR
MAKE ANY DISTRIBUTIONS ON ITS CAPITAL STOCK (OTHER THAN DIVIDENDS PAYABLE IN ITS
OWN CAPITAL STOCK) OR REDEEM, REPURCHASE OR OTHERWISE ACQUIRE OR RETIRE ANY OF
ITS CAPITAL STOCK OR ANY OPTIONS OR OTHER RIGHTS IN RESPECT THEREOF AT ANY TIME
OUTSTANDING, EXCEPT THAT (A) ANY SUBSIDIARY MAY DECLARE AND PAY DIVIDENDS OR
MAKE DISTRIBUTIONS TO THE BORROWER OR TO A WHOLLY-OWNED SUBSIDIARY OF THE
BORROWER AND (B) THE BORROWER MAY REPURCHASE CAPITAL STOCK IN AN AGGREGATE
AMOUNT NOT TO EXCEED $5,000,000 IN ANY FISCAL YEAR ENDING PRIOR TO THE REVOLVING
CREDIT TERMINATION DATE AND