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.
94
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 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 SUCH ACCOUNTANTS TO DISCUSS THE FINANCES AND AFFAIRS OF THE
PARENT AND ITS SUBSIDIARIES, PROVIDED THAT THE PARENT SHALL BE ENTITLED TO BE
PRESENT AT ANY SUCH DISCUSSIONS), ALL AT SUCH TIMES AND FROM TIME TO TIME, UPON
REASONABLE NOTICE AND DURING BUSINESS HOURS, AS MAY BE REASONABLY REQUESTED.
6.8
[RESERVED.]
6.9
PERMITTED ACQUISITIONS.
IN ADDITION TO THE REQUIREMENTS CONTAINED
IN THE DEFINITION OF PERMITTED ACQUISITION AND IN THE OTHER APPLICABLE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE BORROWERS SHALL, WITH RESPECT TO ANY PERMITTED
ACQUISITION, COMPLY WITH, AND CAUSE EACH OTHER APPLICABLE CREDIT PARTY TO COMPLY
WITH, THE FOLLOWING COVENANTS:
(A)
NOT LESS THAN TEN (10) BUSINESS DAYS PRIOR TO THE CONSUMMATION OF
ANY PERMITTED ACQUISITION HAVING AN ACQUISITION AMOUNT OF $25,000,000 OR MORE,
THE BORROWERS SHALL HAVE DELIVERED TO