PURSUANT TO SUBSECTION 10.3; COMPLY WITH
ALL CONTRACTUAL OBLIGATIONS AND REQUIREMENTS OF LAW EXCEPT TO THE EXTENT THAT
FAILURE TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE, BE REASONABLY EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
9.5.
MAINTENANCE OF PROPERTY; INSURANCE; TRADEMARK LICENSE.
(A)
KEEP ALL
PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION; MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES
INSURANCE ON ALL ITS MATERIAL PROPERTY IN AT LEAST SUCH AMOUNTS AND AGAINST AT
LEAST SUCH RISKS AS ARE USUALLY INSURED AGAINST IN THE SAME GENERAL AREA BY
COMPANIES ENGAGED IN THE SAME OR A SIMILAR BUSINESS; AND FURNISH TO EACH LENDER,
UPON WRITTEN REQUEST, FULL INFORMATION AS TO THE INSURANCE CARRIED.
(B)
KEEP IN FULL FORCE AND EFFECT, AND COMPLY IN ALL MATERIAL RESPECTS WITH
THE TERMS OF, A LICENSE AGREEMENT BETWEEN THE COMPANY AND ANY WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY OR OF REEBOK UK WHICH IS SUBSTANTIALLY SIMILAR IN FORM
AND SUBSTANCE TO THE LICENSE AGREEMENT, DATED AS OF AUGUST 6, 1979, BETWEEN THE
COMPANY (AS SUCCESSOR TO REEBOK U.S.A. LIMITED, INC.) AND REEBOK UK, AS THE SAME
MAY BE
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AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN A MANNER WHICH COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.6.
INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.
KEEP PROPER BOOKS
OF RECORDS AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY
WITH GAAP AND ALL REQUIREMENTS OF LAW SHALL BE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES; AND 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 (UPON REASONABLE ADVANCE NOTICE, WHEN NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING) AND AS OFTEN AS MAY REASONABLY BE DESIRED AND TO
DISCUSS THE BUSINESS, OPERATIONS, PROPERTIES AND FINANCIAL AND OTHER CONDITION
OF THE COMPANY AND ITS SUBSIDIARIES WITH OFFICERS AND EMPLOYEES OF THE COMPANY
AND ITS SUBSIDIARIES AND WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
9.7.
NOTICES.
PROMPTLY GIVE NOTICE TO THE GENERAL ADMINISTRATIVE AGENT (WHICH
SHALL GIVE PROMPT NOTICE THEREOF TO THE LENDERS) OF:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
(B)
ANY (I) DEFAULT OR EVENT OF DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (II) LITIGATION, INVESTIGATION OR
PROCEEDING WHICH MAY EXIST AT ANY TIME BETWEEN THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND ANY GOVERNMENTAL AUTHORITY, WHICH IN EITHER CASE, IF NOT CURED
OR IF ADVERSELY DETERMINED, AS THE CASE MAY BE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(C)
ANY LITIGATION OR PROCEEDING AFFECTING THE COMPANY OR ANY OF ITS
SUBSIDIARIES IN WHICH THE AMOUNT INVOLVED IS $30,000,000 OR MORE AND NOT COVERED
BY INSURANCE OR IN WHICH INJUNCTIVE OR SIMILAR RELIEF IS SOUGHT WHICH COULD HAVE
A MATERIAL ADVERSE EFFECT;
(D)
THE FOLLOWING EVENTS, AS SOON AS POSSIBLE AND IN ANY