SUBSIDIARIES TO, COMPLY IN
ALL RESPECTS WITH ALL REQUIREMENTS OF LAW APPLICABLE IN RESPECT OF THE CONDUCT
OF ITS BUSINESS AND THE OWNERSHIP AND OPERATION OF ITS PROPERTIES, EXCEPT TO THE
EXTENT THE FAILURE SO TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.5
PAYMENT OF OBLIGATIONS.
EACH OF THE PARENT
AND THE BORROWERS WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (I) PAY,
DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE MATURITY ALL LIABILITIES AND
OBLIGATIONS AS AND WHEN DUE (SUBJECT TO ANY APPLICABLE SUBORDINATION, GRACE AND
NOTICE PROVISIONS), EXCEPT TO THE EXTENT FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (II) PAY AND DISCHARGE ALL
TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT, UPON ITS
INCOME OR PROFITS OR UPON ANY OF ITS PROPERTIES, PRIOR TO THE DATE ON WHICH
PENALTIES WOULD ATTACH THERETO, AND ALL LAWFUL CLAIMS THAT, IF UNPAID, WOULD
BECOME A LIEN (OTHER THAN A PERMITTED LIEN) UPON ANY OF THE PROPERTIES OF ANY
CREDIT PARTY; PROVIDED, HOWEVER, THAT NO CREDIT PARTY SHALL BE REQUIRED TO PAY
ANY SUCH LIABILITY, OBLIGATION, TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM THAT IS
BEING CONTESTED IN GOOD FAITH (AND BY APPROPRIATE PROCEEDINGS, EXCEPT WITH
RESPECT TO NON-GOVERNMENTAL CLAIMS NOT EXCEEDING $250,000 IN THE AGGREGATE AT
ANY TIME) AND AS TO WHICH SUCH CREDIT PARTY IS MAINTAINING ADEQUATE RESERVES
WITH RESPECT THERETO IN ACCORDANCE WITH GAAP.
6.6
INSURANCE.
EACH OF THE PARENT AND THE
BORROWERS WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE WITH RESPECT TO
ITS ASSETS, PROPERTIES AND BUSINESS, AGAINST SUCH HAZARDS AND LIABILITIES, OF
SUCH TYPES AND IN SUCH AMOUNTS, AS IS CUSTOMARILY MAINTAINED BY COMPANIES IN THE
SAME OR SIMILAR BUSINESSES SIMILARLY SITUATED, AND MAINTAIN SUCH OTHER OR
ADDITIONAL INSURANCE ON SUCH TERMS AND SUBJECT TO SUCH CONDITIONS AS MAY BE
REQUIRED UNDER ANY SECURITY DOCUMENT.
6.7
MAINTENANCE OF BOOKS AND RECORDS;
INSPECTION.
EACH OF THE PARENT AND THE BORROWERS WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, (I) MAINTAIN ADEQUATE BOOKS, ACCOUNTS AND RECORDS, IN WHICH
FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS IN
RELATION TO ITS BUSINESS AND PROPERTIES IN ACCORDANCE WITH SOUND BUSINESS
PRACTICES SUFFICIENT TO PERMIT THE PREPARATION OF FINANCIAL STATEMENTS REQUIRED
UNDER THIS AGREEMENT IN ACCORDANCE WITH GAAP, AND IN COMPLIANCE WITH THE
REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER IT, AND
PREPARE ALL FINANCIAL STATEMENTS REQUIRED UNDER THIS AGREEMENT, IN ACCORDANCE
WITH GAAP, AND (II) PERMIT EMPLOYEES OR AGENTS OF THE ADMINISTRATIVE AGENT OR
ANY LENDER TO VISIT AND INSPECT ITS PROPERTIES AND EXAMINE OR AUDIT ITS BOOKS,
RECORDS, WORKING PAPERS
87
AND ACCOUNTS AND MAKE COPIES AND MEMORANDA OF THEM, AND TO DISCUSS ITS AFFAIRS,
FINANCES AND ACCOUNTS WITH ITS OFFICERS AND EMPLOYEES AND, UPON NOTICE TO THE
PARENT, THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE PARENT AND ITS SUBSIDIARIES
(AND BY THIS PROVISION THE PARENT AUTHORIZES