FROM COVERAGE THEREOF.
HOLDINGS FURTHER AGREES TO FURNISH TRAVELERS UPON
WRITTEN REQUEST WITH AN ANNUAL REPORT ON THE INSURANCE IN FORCE AND WITH COPIES
OF THE POLICIES OF SAID INSURANCE EVIDENCING THE EXISTENCE OF THE COVERAGE
CALLED FOR BY THIS AGREEMENT.
SECTION 6.5
COMPLIANCE WITH LAWS.
HOLDINGS WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY IN ALL RESPECTS WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS, AND ORDERS THE FAILURE TO COMPLY WITH WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE CHANGE, SUCH COMPLIANCE TO INCLUDE, WITHOUT
LIMITATION, PAYING BEFORE THE SAME BECOME DELINQUENT ALL MATERIAL TAXES,
ASSESSMENTS, AND GOVERNMENTAL CHARGES IMPOSED UPON IT OR UPON ITS PROPERTY,
EXCEPT TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE
ON ITS BOOKS IN ACCORDANCE WITH GAAP.
SECTION 6.6
TAXES.
HOLDINGS WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PROMPTLY
PAY ALL OF ITS MATERIAL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES PRIOR
TO THE DATE ON WHICH ALL PENALTIES ARE ATTACHED THERETO; PROVIDED, THAT NOTHING
HEREIN CONTAINED SHALL BE
21
interpreted to require the payment of any tax, assessment or charge so long as
its validity is being contested in good faith by appropriate proceedings and for
which adequate reserves have been set aside on its books in accordance with
GAAP.
SECTION 6.7
BOOKS AND RECORDS.
UNTIL TRAVELERS SHALL HAVE BEEN FURNISHED WITH
EVIDENCE SATISFACTORY TO IT THAT IT HAS BEEN DISCHARGED FROM ITS OBLIGATIONS
UNDER ALL BONDS WITHOUT LOSS, UPON REASONABLE PRIOR NOTICE TRAVELERS SHALL HAVE
THE RIGHT AT REASONABLE TIMES DURING NORMAL BUSINESS HOURS TO FREE ACCESS TO THE
BOOKS AND RECORDS OF EACH OF HOLDINGS AND ITS SUBSIDIARIES, INCLUDING, WITHOUT
LIMITATION, ITS BOOKS, RECORDS, ACCOUNTS, COMPUTER SOFTWARE AND OTHER
COMPUTER-STORED INFORMATION, FOR THE PURPOSE OF EXAMINING, COPYING, OR
REPRODUCING THE SAME.
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, EACH PRINCIPAL AUTHORIZES AND REQUESTS ANY AND ALL
DEPOSITORIES IN WHICH FUNDS OF SUCH PRINCIPAL MAY BE DEPOSITED TO FURNISH TO
TRAVELERS UPON TRAVELERS'S WRITTEN REQUEST STATEMENTS OF ITS ACCOUNT AND ANY
OTHER DOCUMENTS REFLECTING ITS RECEIPTS AND DISBURSEMENTS, AND ANY PERSON DOING
BUSINESS WITH SUCH PRINCIPAL IS AUTHORIZED TO FURNISH ANY INFORMATION REQUESTED
BY TRAVELERS CONCERNING ANY TRANSACTION.
SUBJECT TO SECTION 8.11, TRAVELERS MAY
FURNISH COPIES OF ANY AND ALL STATEMENTS, AGREEMENTS AND FINANCIAL STATEMENTS
AND ANY INFORMATION WHICH IT NOW HAS OR MAY OBTAIN CONCERNING EACH OF HOLDINGS
AND ITS SUBSIDIARIES TO OTHER PERSONS FOR THE PURPOSE OF PROCURING CO-SURETYSHIP
OR REINSURANCE.
SECTION 6.8
FINANCIAL RECORDS AND REPORTS.
HOLDINGS WILL PROVIDE TRAVELERS
WITH COPIES OF YEARLY AUDITED FINANCIAL STATEMENTS OF HOLDINGS AND ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS AS SOON AS POSSIBLE UPON COMPLETION AND IN
NO EVENT LATER THAN NINETY (90) DAYS AFTER THE END OF THE PERIOD UNDER AUDIT.
IN ADDITION, HOLDINGS WILL FURNISH TRAVELERS WITH TRUE COPIES OF QUARTERLY
UNAUDITED FINANCIAL STATEMENTS OF HOLDINGS AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS, AND SUCH OTHER FINANCIAL INFORMATION IN A