ANY INDENTURE, NOTICE OF SUCH
INCURRENCE;
(E) PROMPT NOTICE OF THE ASSERTION OF ANY ENVIRONMENTAL CLAIM BY ANY PERSON
AGAINST, OR WITH RESPECT TO THE ACTIVITIES OF, PARENT OR ANY OF ITS SUBSIDIARIES
AND NOTICE OF ANY ALLEGED VIOLATION OF OR NON-COMPLIANCE WITH ANY ENVIRONMENTAL
LAWS OR ANY ENVIRONMENTAL PERMITS OTHER THAN ANY ENVIRONMENTAL CLAIM OR ALLEGED
VIOLATION THAT, IF ADVERSELY DETERMINED, COULD NOT (EITHER INDIVIDUALLY OR IN
THE AGGREGATE) REASONABLY BE EXPECTED TO RESULT IN REMEDIATION COSTS OF MORE
THAN $5,000,000 OR MATERIALLY ADVERSELY AFFECT THE OPERATION OF ANY PARK; AND
(F) PROMPT NOTICE OF ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY
BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section 8.2 shall be accompanied by a statement
of a Responsible Officer of Parent, Holdings or the Primary Borrower setting
forth in reasonable detail the facts and circumstances of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.
8.3.
Existence, Etc.
(A) PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE
UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION (OTHER THAN WITH RESPECT
TO INACTIVE SUBSIDIARIES) AND (B) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL
RIGHTS, PRIVILEGES (INCLUDING ITS GOOD STANDING), PERMITS, LICENSES AND
FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT
(I) IN THE CASE OF CLAUSE (B) ABOVE, TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (II) IN THE CASE
OF CLAUSE (A) OR (B) ABOVE, PURSUANT TO A TRANSACTION PERMITTED BY SECTION 9.4;
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(B) PAY AND DISCHARGE ALL FEDERAL INCOME TAXES AND ALL OTHER MATERIAL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR
PROFITS OR ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH
THERETO, EXCEPT FOR ANY SUCH OBLIGATION, TAX, ASSESSMENT, CHARGE OR LEVY THE
PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND
AGAINST WHICH ADEQUATE RESERVES ARE BEING MAINTAINED TO THE EXTENT REQUIRED BY
GAAP; PROVIDED THAT, WITH RESPECT TO TAXES ASSESSED AGAINST REAL PROPERTIES,
SUCH TAXES CAN BE CONTESTED WITHOUT PAYMENT UNDER APPLICABLE LAW;
(C) MAINTAIN AND PRESERVE ALL OF ITS PROPERTIES MATERIAL TO THE CONDUCT OF THE
BUSINESS OF PARENT, HOLDINGS AND ITS SUBSIDIARIES (TAKEN AS A WHOLE) IN GOOD
WORKING ORDER AND CONDITION, EXCEPT FOR FAILURES THAT COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(D) KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES WILL
BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED; AND
(E) PERMIT REPRESENTATIVES OF ANY LENDER OR THE ADMINISTRATIVE AGENT, UPON
REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS (AND, EXCEPT IF A DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, NOT MORE FREQUENTLY THAN ONCE EACH
CALENDAR QUARTER), TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS, TO VISIT AND INSPECT ANY