EXTENT THAT FAILURE TO COMPLY THEREWITH COULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.5.
MAINTENANCE OF PROPERTY; INSURANCE.
(A)
KEEP
ALL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED AND (B) MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON ALL ITS PROPERTY IN AT
LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS (BUT INCLUDING IN ANY EVENT
PUBLIC LIABILITY, PRODUCT LIABILITY AND BUSINESS INTERRUPTION) AS IS, IN ITS
REASONABLE JUDGEMENT, ADEQUATE TO INSURE AGAINST THE RISKS TO WHICH IT AND ITS
EMPLOYEES, BUSINESS PROPERTIES AND OTHER ASSETS COULD REASONABLY EXPECTED TO BE
EXPOSED TO IN THE OPERATION OF ITS BUSINESS AS CURRENTLY CONDUCTED.
7.6.
INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS.
(A)
KEEP PROPER BOOKS OF RECORDS AND ACCOUNT IN WHICH FULL, TRUE
AND CORRECT ENTRIES IN CONFORMITY WITH GAAP AND ALL MATERIAL REQUIREMENTS OF LAW
SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES, AND (B) PERMIT REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR ANY
LENDER, TO VISIT AND INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND MAKE
ABSTRACTS FROM ANY OF ITS BOOKS AND RECORDS AT ANY REASONABLE TIME DURING
REGULAR BUSINESS HOURS UPON REASONABLE NOTICE AND AS OFTEN AS MAY REASONABLY BE
DESIRED AND TO DISCUSS THE BUSINESS, OPERATIONS, PROPERTIES AND FINANCIAL AND
OTHER CONDITION OF THE BORROWERS AND THEIR SUBSIDIARIES WITH RESPONSIBLE
OFFICERS OF THE BORROWERS AND WITH THEIR INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS COORDINATED THROUGH THE ADMINISTRATIVE AGENT.
7.7.
NOTICES.
PROMPTLY GIVE NOTICE TO THE
ADMINISTRATIVE AGENT AND EACH LENDER OF:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT OF WHICH ANY BORROWER HAS KNOWLEDGE OR NOTICE;
(B)
ANY (I) DEFAULT OR EVENT OF DEFAULT UNDER
ANY CONTRACTUAL OBLIGATION OF ANY BORROWER OF WHICH ANY BORROWER HAS KNOWLEDGE
OR NOTICE OR (II) LITIGATION, INVESTIGATION OR
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PROCEEDING THAT MAY EXIST AT ANY TIME BETWEEN ANY BORROWER AND ANY GOVERNMENTAL
AUTHORITY OF WHICH ANY BORROWER HAS KNOWLEDGE OR NOTICE, WHICH IN EITHER CASE,
IF NOT CURED OR IF ADVERSELY DETERMINED, AS THE CASE MAY BE, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
ANY LITIGATION OR PROCEEDING AFFECTING ANY
BORROWER OF WHICH ANY BORROWER HAS KNOWLEDGE OR NOTICE (I) IN WHICH THE AMOUNT
INVOLVED IS $5,000,000 OR MORE AND NOT COVERED BY INSURANCE, (II) IN WHICH
INJUNCTIVE OR SIMILAR RELIEF IS SOUGHT, WHICH, IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (III) WHICH RELATES
TO ANY LOAN DOCUMENT;
(D)
THE FOLLOWING EVENTS, AS SOON AS POSSIBLE
AND IN ANY EVENT WITHIN 30 DAYS AFTER ANY BORROWER KNOWS OR HAS REASON TO KNOW
THEREOF:
(I) THE OCCURRENCE OF ANY REPORTABLE EVENT WITH RESPECT TO ANY PLAN, A
FAILURE TO MAKE ANY REQUIRED CONTRIBUTION TO A PLAN, THE CREATION OF ANY LIEN IN
FAVOR OF THE PBGC OR A PLAN OR ANY WITHDRAWAL FROM, OR THE TERMINATION,
REORGANIZATION OR INSOLVENCY OF,