BE, ALL ITS MATERIAL
OBLIGATIONS OF WHATEVER NATURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY TAX
OBLIGATIONS), EXCEPT WHERE THE AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND RESERVES IN CONFORMITY
WITH GAAP WITH RESPECT THERETO HAVE BEEN PROVIDED ON THE BOOKS OF THE RELEVANT
GROUP MEMBER.
7.4
MAINTENANCE OF EXISTENCE; COMPLIANCE.
(A)
(I)
PRESERVE, RENEW AND KEEP
IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND (II) TAKE ALL REASONABLE
ACTION TO MAINTAIN ALL
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RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT
OF ITS BUSINESS, EXCEPT, IN EACH CASE, AS OTHERWISE PERMITTED BY SECTION 8.4 AND
EXCEPT, IN THE CASE OF CLAUSE (II) ABOVE, TO THE EXTENT THAT FAILURE TO DO SO
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B) COMPLY WITH ALL CONTRACTUAL OBLIGATIONS AND REQUIREMENTS OF LAW EXCEPT TO
THE 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 ARE USUALLY INSURED AGAINST IN
THE SAME GENERAL AREA BY COMPANIES ENGAGED IN THE SAME OR A SIMILAR BUSINESS.
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 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 GROUP MEMBERS WITH
RESPONSIBLE OFFICERS OF THE GROUP MEMBERS AND WITH THEIR INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS; PROVIDED THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, SUCH VISITS, INSPECTIONS AND EXAMINATIONS BY ANY
SUCH LENDER SHALL BE COORDINATED THROUGH THE ADMINISTRATIVE AGENT AND SHALL NOT
EXCEED TWO VISITS EACH YEAR.
7.7
NOTICES.
PROMPTLY GIVE NOTICE TO THE ADMINISTRATIVE AGENT AND EACH LENDER
OF:
(A) THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
(B) ANY (I) DEFAULT OR EVENT OF DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF ANY
GROUP MEMBER OF WHICH ANY GROUP MEMBER HAS KNOWLEDGE OR NOTICE OR
(II) LITIGATION, REQUEST FOR INFORMATION, INVESTIGATION OR PROCEEDING THAT MAY
EXIST AT ANY TIME BETWEEN ANY GROUP MEMBER AND ANY GOVERNMENTAL AUTHORITY OF
WHICH ANY GROUP MEMBER HAS KNOWLEDGE OR NOTICE, WHICH