MATERIAL ADVERSE EFFECT.
6.5
MAINTENANCE OF PROPERTY; INSURANCE. (A)
KEEP ALL
PROPERTY AND SYSTEMS USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER
AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED AND (B) MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON ALL ITS PROPERTY MEETING
THE REQUIREMENTS OF SECTION 5.3 OF THE GUARANTEE AND COLLATERAL AGREEMENT AND IN
AT IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS (BUT INCLUDING IN
ANY EVENT PUBLIC LIABILITY, PRODUCT LIABILITY AND BUSINESS INTERRUPTION) AS ARE
USUALLY INSURED AGAINST IN THE SAME GENERAL AREA BY COMPANIES ENGAGED IN THE
SAME OR A SIMILAR BUSINESS.
6.6
INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS. (A) 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 (B) UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS PERMIT
REPRESENTATIVES OF THE ADMINISTRATIVE AGENT (AND, IF AN EVENT OF DEFAULT EXISTS,
ANY LENDER) TO VISIT AND INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND, AT THE
US BORROWER'S EXPENSE, MAKE COPIES OF ANY OF ITS BOOKS AND RECORDS AND TO
DISCUSS THE BUSINESS, OPERATIONS, PROPERTIES AND FINANCIAL AND OTHER CONDITION
OF THE US BORROWER AND ITS SUBSIDIARIES WITH OFFICERS AND EMPLOYEES OF THE US
BORROWER AND ITS SUBSIDIARIES AND WITH THEIR RESPECTIVE INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS; PROVIDED THAT, UNLESS A DEFAULT OR EVENT OF DEFAULT EXISTS,
NO MORE THAN TWO SUCH VISITS AND INSPECTIONS SHALL BE REQUESTED BY THE
ADMINISTRATIVE AGENT IN ANY FISCAL YEAR OF THE US BORROWER.
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6.7
Notices. Promptly give notice to the
Administrative Agent and each Lender of:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT;
(B)
ANY (I) DEFAULT OR EVENT OF DEFAULT (OR
ALLEGED DEFAULT) UNDER ANY CONTRACTUAL OBLIGATION OF THE US BORROWER OR ANY OF
ITS SUBSIDIARIES OR (II) LITIGATION, INVESTIGATION OR PROCEEDING WHICH MAY EXIST
AT ANY TIME BETWEEN THE US BORROWER OR ANY OF ITS SUBSIDIARIES AND ANY
GOVERNMENTAL AUTHORITY, THAT 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
US BORROWER OR ANY OF ITS SUBSIDIARIES IN WHICH THE AMOUNT INVOLVED IS
$10,000,000 OR MORE;
(D)
OTHER THAN THE EVENTS SET FORTH ON SCHEDULE
4.13, THE FOLLOWING EVENTS, AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 30 DAYS
AFTER EITHER BORROWER KNOWS OR HAS REASON TO KNOW THEREOF:
(I) THE OCCURRENCE
OF ANY REPORTABLE EVENT OR AN "ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE
MEANING OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA) WITH RESPECT TO ANY
PLAN, A FAILURE TO MAKE ANY REQUIRED CONTRIBUTION TO A PLAN OR A NON-US PLAN,
INCLUDING BUT NOT LIMITED TO ANY FAILURE TO PAY AN AMOUNT THE NONPAYMENT OF
WHICH WOULD GIVE RISE TO A LIEN UNDER ERISA, THE CODE, THE