DISCHARGE OR OTHERWISE SATISFY AT
MATURITY OR, TO THE EXTENT PERMITTED HEREBY, PRIOR TO MATURITY OR BEFORE THEY
BECOME DELINQUENT, AS THE CASE MAY BE, AND CAUSE EACH OF ITS RESTRICTED
SUBSIDIARIES TO PAY OR DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE MATURITY OR
BEFORE THEY BECOME DELINQUENT, AS THE CASE MAY BE:
(I)
ALL MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR
LEVIES IMPOSED UPON ANY OF THEM OR UPON ANY OF THEIR INCOME OR PROFITS OR ANY OF
THEIR RESPECTIVE PROPERTIES OR ASSETS PRIOR TO THE DATE ON WHICH PENALTIES
ATTACH THERETO; AND
(II)
ALL LAWFUL CLAIMS PRIOR TO THE TIME THEY BECOME A LIEN (OTHER
THAN PERMITTED LIENS) UPON ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS;
provided, however, that neither a Borrower nor any of its Subsidiaries shall be
required to pay or discharge any such material tax, assessment, charge, levy or
claim (A) while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as such Borrower or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect or (B) which could not reasonably be
expected to have a Material Adverse Effect.
7.6
INSPECTION OF PROPERTY, BOOKS AND RECORDS.
KEEP, OR CAUSE TO BE
KEPT, AND CAUSE EACH OF ITS SUBSIDIARIES TO KEEP OR CAUSE TO BE KEPT, ADEQUATE
RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES ARE TO BE MADE
REFLECTING ITS AND THEIR BUSINESS AND FINANCIAL TRANSACTIONS, SUCH ENTRIES TO BE
MADE IN ACCORDANCE WITH SOUND ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED AND
WILL PERMIT, AND CAUSE EACH OF ITS SUBSIDIARIES TO PERMIT, ANY LENDER OR ITS
RESPECTIVE REPRESENTATIVES, AT ANY REASONABLE TIME, AND FROM TIME TO TIME AT THE
REASONABLE REQUEST OF SUCH LENDER MADE TO THE BORROWERS AND UPON REASONABLE
NOTICE, TO VISIT AND INSPECT ITS AND THEIR RESPECTIVE PROPERTIES, TO EXAMINE AND
MAKE COPIES OF AND TAKE ABSTRACTS FROM ITS AND THEIR RESPECTIVE RECORDS AND
BOOKS OF ACCOUNT, AND TO DISCUSS ITS AND THEIR RESPECTIVE AFFAIRS, FINANCES AND
ACCOUNTS WITH ITS AND THEIR RESPECTIVE PRINCIPAL OFFICERS, DIRECTORS AND WITH
THE WRITTEN CONSENT OF SUCH BORROWER (WHICH CONSENT SHALL NOT BE REQUIRED IF ANY
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING) INDEPENDENT PUBLIC ACCOUNTANTS,
PROVIDED THAT THE BORROWERS MAY ATTEND ANY SUCH MEETINGS (AND BY THIS PROVISION
THE BORROWERS AUTHORIZE SUCH ACCOUNTANTS TO
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DISCUSS WITH THE LENDERS AND SUCH REPRESENTATIVES THE AFFAIRS, FINANCES AND
ACCOUNTS OF THE BORROWERS AND THEIR SUBSIDIARIES).
7.7
ERISA.
(A)
(I)
AS SOON AS PRACTICABLE AND IN ANY EVENT WITHIN TEN (10) DAYS
AFTER ANY BORROWER OR ANY OF ITS SUBSIDIARIES OR ERISA AFFILIATES KNOWS OR HAS
REASON TO KNOW THAT A REPORTABLE EVENT HAS OCCURRED WITH RESPECT TO ANY PLAN,
DELIVER, OR CAUSE SUCH SUBSIDIARY OR ERISA AFFILIATE TO DELIVER, TO
ADMINISTRATIVE AGENT