OSHA, EXCEPT WHERE THE FAILURE TO DO SO, EITHER
58
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
SECTION 5.5.
PAYMENT OF OBLIGATIONS. THE
BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PAY AND DISCHARGE AT
OR BEFORE MATURITY, ALL OF ITS OBLIGATIONS AND LIABILITIES (INCLUDING WITHOUT
LIMITATION ALL TAX LIABILITIES AND CLAIMS THAT COULD RESULT IN A STATUTORY LIEN)
BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE
VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, (B) THE BORROWER OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS
ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP AND (C) THE
FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT OR WOULD RESULT IN A PERMITTED ENCUMBRANCE.
SECTION 5.6.
BOOKS AND RECORDS. THE BORROWER
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD
AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES IN ALL MATERIAL RESPECTS
SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES TO THE EXTENT NECESSARY TO PREPARE THE CONSOLIDATED FINANCIAL
STATEMENTS OF BORROWER IN CONFORMITY WITH GAAP.
SECTION 5.7.
VISITATION, INSPECTION, ETC.
SUBJECT TO APPLICABLE LAW AND THE PROVISIONS OF SECTION 10.11, THE BORROWER
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVE OF
THE ADMINISTRATIVE AGENT OR ANY LENDER, TO VISIT AND INSPECT ITS PROPERTIES, TO
EXAMINE ITS BOOKS AND RECORDS AND TO MAKE COPIES AND TAKE EXTRACTS THEREFROM, TO
DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ANY OF ITS OFFICERS AND WITH ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES DURING
NORMAL BUSINESS HOURS AND AS OFTEN AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUEST AFTER REASONABLE PRIOR NOTICE TO THE BORROWER; PROVIDED,
HOWEVER, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO PRIOR NOTICE
SHALL BE REQUIRED. THE ADMINISTRATIVE AGENT MAY DISCUSS THE STATUS OF GOVERNMENT
CONTRACTS OF EACH LOAN PARTY WITH THE APPLICABLE CONTRACTING OFFICERS. THE
ADMINISTRATIVE AGENT AGREES TO (A) GIVE THE BORROWER NOT FEWER THAN TWO DAYS'
PRIOR WRITTEN NOTICE OF TAKING ANY ACTION DESCRIBED IN THE PRECEDING SENTENCE,
(B) OBTAIN THE BORROWER'S PERMISSION (WHICH IS NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED) PRIOR TO CONTACTING THE CONTRACTING OFFICER UNDER ANY
GOVERNMENT CONTRACT, AND (C) PROVIDE THE BORROWER AN OPPORTUNITY TO PARTICIPATE
IN ANY SUCH DISCUSSION, PROVIDED THAT IF A DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, THE ADMINISTRATIVE SHALL NOT BE REQUIRED TO GIVE
SUCH PRIOR NOTICE, OBTAIN SUCH PERMISSION OR PERMIT SUCH PARTICIPATION.
SECTION 5.8.
MAINTENANCE OF PROPERTIES;
INSURANCE. THE BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (A)
KEEP AND MAINTAIN 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