INCORPORATION OR ORGANIZATION, AS THE CASE MAY BE, AND
MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH OTHER
JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED, AND (C) DO ALL THINGS
NECESSARY TO RENEW, EXTEND AND CONTINUE IN EFFECT ALL LICENSES WHICH MAY AT ANY
TIME AND FROM TIME TO TIME BE NECESSARY FOR ANY INSURANCE SUBSIDIARY TO OPERATE
ITS BUSINESS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
NO
INSURANCE SUBSIDIARY SHALL CHANGE ITS STATE OF DOMICILE OR INCORPORATION WITHOUT
THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.
7.5
TAXES.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, TIMELY FILE
COMPLETE AND CORRECT UNITED STATES FEDERAL AND APPLICABLE FOREIGN, STATE AND
LOCAL TAX RETURNS REQUIRED BY APPLICABLE LAW AND PAY WHEN DUE ALL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES AND LEVIES UPON IT OR ITS 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.
47
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 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