THE FAILURE OF WHICH TO MAINTAIN COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
7.4
MAINTENANCE OF PROPERTY; INSURANCE.
(A)
EACH SPECIFIED COMPANY WILL KEEP, AND WILL
CAUSE EACH SUBSIDIARY TO KEEP, ALL PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS
IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR AND CASUALTY
(SUBJECT TO THE OBLIGATIONS TO REPAIR IF SUCH SPECIFIED COMPANY OR SUCH
SUBSIDIARY SO ELECTED PURSUANT TO SECTION 6.2(D)(I)) EXCEPTED.
(B)
EACH SPECIFIED COMPANY WILL MAINTAIN, AND
WILL CAUSE EACH SUBSIDIARY TO MAINTAIN IN EACH CASE SUBJECT TO CUSTOMARY
EXCLUSIONS AND DEDUCTIBLES THAT ARE NOT MATERIALLY AND ADVERSELY INCONSISTENT
WITH THOSE IN EFFECT ON THE CLOSING DATE, CASUALTY INSURANCE ON ALL REAL AND
PERSONAL PROPERTY ON AN ALL RISKS BASIS (INCLUDING THE PERILS OF FLOOD AND
QUAKE), COVERING THE REPAIR AND REPLACEMENT COST OF ALL SUCH PROPERTY AND
COVERAGE FOR BUSINESS INTERRUPTION AND PUBLIC LIABILITY INSURANCE (INCLUDING
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE) IN EACH CASE OF THE KINDS AND
IN AMOUNTS GENERALLY CONSISTENT WITH SUCH SPECIFIED COMPANY'S INSURANCE COVERAGE
AS OF THE CLOSING DATE, AS ADJUSTED FROM TIME TO TIME IN RESPECT OF ANY FUTURE
GROWTH IN SUCH SPECIFIED COMPANY'S BUSINESS, INCLUDING AS A RESULT OF PERMITTED
ACQUISITIONS.
ALL SUCH INSURANCE SHALL BE PROVIDED BY INSURERS HAVING AN A.M.
BEST POLICYHOLDERS RATING REASONABLY ACCEPTABLE TO THE REQUIRED HOLDERS.
SPECIFIED COMPANIES WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, BRING OR
KEEP ANY ARTICLE ON ANY BUSINESS LOCATION OF ANY NOTE PARTY, OR CAUSE OR ALLOW
ANY CONDITION TO EXIST, IF THE PRESENCE OF SUCH ARTICLE OR THE OCCURRENCE OF
SUCH CONDITION COULD REASONABLY CAUSE THE INVALIDATION OF ANY INSURANCE REQUIRED
BY THIS SECTION 7.4(B), OR WOULD OTHERWISE BE PROHIBITED BY THE TERMS THEREOF.
(C)
SPECIFIED COMPANIES WILL DELIVER TO EACH
PURCHASER (I) ON THE CLOSING DATE, A CERTIFICATE FROM SPECIFIED COMPANIES'
INSURANCE BROKER DATED ON OR ABOUT SUCH DATE SHOWING THE AMOUNT OF COVERAGE AS
OF SUCH DATE, (II) UPON THE REQUEST OF ANY PURCHASER FROM TIME TO TIME FULL
INFORMATION AS TO THE INSURANCE CARRIED, (III) WITHIN FIVE (5) DAYS OF RECEIPT
OF NOTICE FROM ANY INSURER, A COPY OF ANY NOTICE OF CANCELLATION, NONRENEWAL OR
MATERIAL CHANGE IN COVERAGE FROM THAT EXISTING ON THE DATE OF THIS
31
AGREEMENT AND (IV) FORTHWITH, NOTICE OF ANY CANCELLATION OR NONRENEWAL OF
COVERAGE BY ANY SPECIFIED COMPANY.
7.5
COMPLIANCE WITH LAWS.
EACH SPECIFIED
COMPANY WILL COMPLY, AND CAUSE EACH SUBSIDIARY TO COMPLY, WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS, EXCEPT TO THE EXTENT THAT FAILURE TO SO COMPLY COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR RESULT IN ANY LIEN
UPON A MATERIAL PORTION OF THE ASSETS OF ANY SUCH PERSON IN FAVOR OF ANY
GOVERNMENTAL AUTHORITY.
7.6
INSPECTION OF PROPERTY, BOOKS AND RECORDS.
EACH SPECIFIED COMPANY WILL KEEP, AND WILL CAUSE EACH SUBSIDIARY TO KEEP, PROPER
BOOKS OF RECORD AND ACCOUNT IN ACCORDANCE WITH GAAP IN WHICH FULL, TRUE AND
CORRECT ENTRIES IN ALL MATERIAL RESPECTS SHALL BE MADE OF