ITS GOOD STANDING), PERMITS, LICENSES AND
FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT
(I) IN THE CASE OF CLAUSE (B) ABOVE, TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (II) IN THE CASE
OF CLAUSE (A) OR (B) ABOVE, PURSUANT TO A TRANSACTION PERMITTED BY SECTION 7.5;
(B)
PAY AND DISCHARGE ALL FEDERAL INCOME TAXES AND ALL OTHER MATERIAL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR
PROFITS OR ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH
THERETO, EXCEPT FOR ANY SUCH OBLIGATION, TAX, ASSESSMENT, CHARGE OR LEVY THE
PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND
AGAINST WHICH ADEQUATE RESERVES ARE BEING MAINTAINED TO THE EXTENT REQUIRED BY
GAAP; PROVIDED THAT, WITH RESPECT TO TAXES ASSESSED AGAINST REAL PROPERTIES,
SUCH TAXES CAN BE CONTESTED WITHOUT PAYMENT UNDER APPLICABLE LAW;
(C)
MAINTAIN AND PRESERVE ALL OF ITS PROPERTIES MATERIAL TO THE CONDUCT OF THE
BUSINESS OF PARENT, HOLDINGS AND ITS SUBSIDIARIES (TAKEN AS A WHOLE) IN GOOD
WORKING ORDER AND
64
CONDITION, EXCEPT FOR FAILURES THAT COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT;
(D)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES WILL
BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED; AND
(E)
PERMIT REPRESENTATIVES OF ANY LENDER OR THE ADMINISTRATIVE AGENT, UPON
REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS (AND, EXCEPT IF A DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, NOT MORE FREQUENTLY THAN ONCE EACH
CALENDAR QUARTER), TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS, TO VISIT AND INSPECT ANY OF ITS PROPERTIES, AND TO DISCUSS ITS
BUSINESS, FINANCES, CONDITION AND AFFAIRS WITH ITS OFFICERS AND INDEPENDENT
ACCOUNTANTS AND THE PARK PRESIDENTS OF ITS PARKS, ALL TO THE EXTENT REASONABLY
REQUESTED BY SUCH LENDER OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE);
PROVIDED THAT, EXCLUDING ANY SUCH VISITS AND INSPECTIONS DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, ONLY THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS
MAY EXERCISE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER THIS
SECTION 6.3(E).
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL GIVE PARENT THE
OPPORTUNITY TO PARTICIPATE IN ANY DISCUSSIONS WITH PARENT'S INDEPENDENT PUBLIC
ACCOUNTANTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6.3(E),
NONE OF PARENT OR ANY SUBSIDIARY WILL BE REQUIRED TO DISCLOSE, PERMIT THE
INSPECTION, EXAMINATION OR MAKING COPIES OR ABSTRACTS OF, OR DISCUSSION OF, ANY
DOCUMENT, INFORMATION OR OTHER MATTER THAT (I) CONSTITUTES NON-FINANCIAL TRADE
SECRETS OR NON-FINANCIAL PROPRIETARY INFORMATION OR (II) IN RESPECT OF WHICH
DISCLOSURE TO THE ADMINISTRATIVE AGENT OR ANY LENDER (OR THEIR RESPECTIVE
REPRESENTATIVES OR CONTRACTORS) IS PROHIBITED BY LAW OR ANY BINDING AGREEMENT.
6.4.
Insurance.
Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged