INCOME, PROFITS OR PROPERTY,
EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE IN ACCORDANCE
WITH AGREEMENT ACCOUNTING PRINCIPLES.
6.6
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, MAINTAIN
WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE ON ALL THEIR
PROPERTY IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS CONSISTENT WITH SOUND
BUSINESS PRACTICE, AND THE BORROWER WILL FURNISH TO ANY LENDER UPON REQUEST FULL
INFORMATION AS TO THE INSURANCE CARRIED.
6.7
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY
TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS, RULES, REGULATIONS, ORDERS,
WRITS, JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT
INCLUDING ALL ENVIRONMENTAL LAWS.
6.8
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, DO ALL THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND KEEP
ITS PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION, AND MAKE ALL NECESSARY
AND PROPER REPAIRS, RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS CARRIED ON IN
CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES.
6.9
INSPECTION.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PERMIT
THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR RESPECTIVE REPRESENTATIVES
AND AGENTS, TO INSPECT ANY OF THE PROPERTY, BOOKS AND FINANCIAL RECORDS OF THE
BORROWER AND EACH SUBSIDIARY, TO EXAMINE AND MAKE COPIES OF THE BOOKS OF
ACCOUNTS AND OTHER FINANCIAL RECORDS OF THE BORROWER AND EACH SUBSIDIARY, AND TO
DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER AND EACH SUBSIDIARY
WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR RESPECTIVE OFFICERS AT SUCH
REASONABLE TIMES AND INTERVALS AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
DESIGNATE.
6.10
MERGER AND SALE OF ASSETS.
WITHOUT THE PRIOR WRITTEN
CONSENT OF THE REQUIRED LENDERS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD),
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY MATERIAL SUBSIDIARY TO, MERGE OR
CONSOLIDATE WITH OR INTO ANY OTHER PERSON, OR SELL OR OTHERWISE DISPOSE OF ALL
OR SUBSTANTIALLY ALL OF ITS PROPERTY TO ANOTHER PERSON EXCEPT THAT (I) A
MATERIAL SUBSIDIARY MAY MERGE INTO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY,
(II) A MATERIAL SUBSIDIARY MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY TO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY, OR (III) THE BORROWER OR
ANY SUBSIDIARY MAY SELL, TRANSFER, CONTRIBUTE, CONVEY OR DISPOSE OF ACCOUNTS,
GENERAL INTANGIBLES AND/OR CHATTEL PAPER (EACH AS DEFINED IN ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE) AND ASSOCIATED COLLATERAL, LOCKBOX AND OTHER COLLECTION
ACCOUNTS, RECORDS AND/OR PROCEEDS IN CONNECTION WITH A PERMITTED RECEIVABLES
SECURITIZATION.
6.11
LIENS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY
MATERIAL SUBSIDIARY TO, CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN IN, OF OR ON
THE PROPERTY OF THE BORROWER OR ANY MATERIAL SUBSIDIARY, EXCEPT:
(I)
LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR
LEVIES ON ITS PROPERTY IF THE SAME SHALL NOT AT THE TIME BE DELINQUENT OR
THEREAFTER CAN BE PAID WITHOUT
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