KEEP IN FULL FORCE AND EFFECT SUCH PERSON'S EXISTENCE
AS A DELAWARE LIMITED LIABILITY COMPANY, (B) PRESERVE AND KEEP IN FULL FORCE ALL
OF SUCH PERSON'S RIGHTS AND FRANCHISES, EXCEPT WHERE SUCH FAILURE WOULD NOT HAVE
A MATERIAL ADVERSE EFFECT ON THE BUSINESS, ASSETS OR CONDITION, FINANCIAL OR
OTHERWISE, OF SUCH PERSON, AND (C) ONLY ENGAGE IN PERMITTED BUSINESSES AND AS
CONTEMPLATED BY SUCH PERSON'S GOVERNING DOCUMENTS.
64
9.7
INSURANCE.
EACH OF THE BORROWERS, EACH OF THE GUARANTORS, EACH OF THE
PLEDGED ENTITIES AND THEIR RESPECTIVE SUBSIDIARIES SHALL MAINTAIN WITH RESPECT
TO ITS BUSINESS OPERATIONS, AND SHALL CAUSE EACH OF THEIR RESPECTIVE
SUBSIDIARIES TO MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS,
INSURANCE WITH RESPECT TO SUCH PROPERTIES AND ITS BUSINESS AGAINST SUCH
CASUALTIES, LIABILITIES AND CONTINGENCIES AS SHALL BE IN ACCORDANCE WITH THE
GENERAL PRACTICES OF REASONABLY PRUDENT BUSINESSES ENGAGED IN SIMILAR ACTIVITIES
IN SIMILAR GEOGRAPHIC AREAS AND IN AMOUNTS, CONTAINING SUCH TERMS, IN SUCH
FORMS, COVERING SUCH RISKS AND FOR SUCH PERIODS AS MAY BE REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT.
AT THE ADMINISTRATIVE AGENT'S REQUEST FROM TIME TO
TIME, THE BORROWERS AND GUARANTORS SHALL PROVIDE A COMPREHENSIVE OR PARTIAL LIST
(AS REQUESTED) OF ALL SUCH POLICIES AND TRUE, CORRECT AND COMPLETE COPIES OF
SOME OR ALL SUCH POLICIES, AS MAY BE REQUESTED.
9.8
TAXES AND TRADE DEBT.
THE BORROWERS AND EACH GUARANTOR AND PLEDGED ENTITY
WILL, AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO, DULY PAY AND DISCHARGE, OR
CAUSE TO BE PAID AND DISCHARGED, BEFORE THE SAME SHALL BECOME OVERDUE, ALL TAXES
IMPOSED UPON IT AND ITS REAL PROPERTIES, SALES AND ACTIVITIES, OR ANY PART
THEREOF, OR UPON THE INCOME OR PROFITS THEREFROM, EXCEPT FOR THOSE TAXES WHICH
ANY SUCH PERSON IS CONTESTING IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH APPROPRIATE RESERVES HAVE BEEN ESTABLISHED AND ARE BEING
MAINTAINED IN ACCORDANCE WITH GAAP.
9.9
COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.
EACH BORROWER,
EACH GUARANTOR AND EACH PLEDGED ENTITY WILL, AND WILL CAUSE EACH OF THEIR
RESPECTIVE SUBSIDIARIES TO, COMPLY WITH (A) ALL APPLICABLE LEGAL REQUIREMENTS
NOW OR HEREAFTER IN EFFECT WHEREVER ITS BUSINESS IS CONDUCTED, (B) THE
PROVISIONS OF ITS GOVERNING DOCUMENTS, AND (C) ALL OF ITS CONTRACTUAL
OBLIGATIONS (EXCEPT DURING ANY PERIOD WHERE SUCH COMPLIANCE IS NOT PERMITTED BY
THE TERMS OF THIS CREDIT AGREEMENT), EXCEPT TO THE EXTENT THE FAILURE TO COMPLY
WITH ANY OF THE FOREGOING WOULD NOT BE REASONABLY EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
IF AT ANY TIME WHILE ANY OBLIGATION IS OUTSTANDING,
ANY AUTHORIZATION, CONSENT, PERMIT OR LICENSE FROM ANY GOVERNMENTAL AUTHORITY,
OR OTHER THIRD PARTY CONSENTS, APPROVALS, OR NOTIFICATIONS, SHALL BECOME
NECESSARY OR REQUIRED IN ORDER THAT ANY SUCH PERSON MAY FULFILL ANY OF ITS
RESPECTIVE OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS, SUCH PERSON WILL
PROMPTLY TAKE OR CAUSE TO BE TAKEN ALL REASONABLE STEPS WITHIN ITS RESPECTIVE
POWER TO OBTAIN SUCH AUTHORIZATION, CONSENT, PERMIT OR LICENSE, OR OTHER THIRD
PARTY CONSENTS, AND TO PROVIDE SUCH NOTIFICATIONS, AND FURNISH THE
ADMINISTRATIVE