RESPECT TO ITS PROPERTIES AND BUSINESSES
AGAINST SUCH CASUALTIES AND CONTINGENCIES, OF SUCH TYPES, ON SUCH TERMS AND IN
SUCH AMOUNTS (INCLUDING DEDUCTIBLES, CO-INSURANCE AND SELF-INSURANCE, IF
ADEQUATE RESERVES ARE MAINTAINED WITH RESPECT THERETO) AS IS CUSTOMARY IN THE
CASE OF ENTITIES OF ESTABLISHED REPUTATIONS ENGAGED IN THE SAME OR A SIMILAR
BUSINESS OR SIMILARLY SITUATED EXCEPT FOR ANY NON-MAINTENANCE THAT WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 8.4
BOOKS AND RECORDS.
MAINTAIN PROPER BOOKS
OF RECORD AND ACCOUNT IN CONFORMITY WITH GAAP AND ALL APPLICABLE REQUIREMENTS OF
ANY GOVERNMENTAL AUTHORITY HAVING LEGAL OR REGULATORY JURISDICTION OVER SUCH
PERSON.
SECTION 8.5
PAYMENT OF TAXES AND CLAIMS.
FILE ALL TAX
RETURNS REQUIRED TO BE FILED IN ANY JURISDICTION AND PAY AND DISCHARGE ALL TAXES
SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS AND ALL OTHER TAXES, ASSESSMENTS,
GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ANY OF ITS PROPERTIES, ASSETS,
INCOME OR FRANCHISES, TO THE EXTENT SUCH TAXES AND ASSESSMENTS HAVE BECOME DUE
AND PAYABLE AND BEFORE THEY HAVE BECOME DELINQUENT AND ALL CLAIMS FOR WHICH SUMS
HAVE BECOME DUE AND PAYABLE THAT HAVE OR MIGHT BECOME A LIEN ON PROPERTIES OF
ASSETS OF SUCH PERSON NOT PERMITTED BY SECTION 10.1; PROVIDED, THAT THE COMPANY
OR SUCH SUBSIDIARY NEED NOT PAY ANY SUCH TAX OR ASSESSMENT OR CLAIMS IF (A) THE
AMOUNT, APPLICABILITY OR VALIDITY THEREOF IS CONTESTED BY SUCH PERSON ON A
TIMELY BASIS IN GOOD FAITH AND IN APPROPRIATE PROCEEDINGS, AND SUCH PERSON
47
HAS ESTABLISHED ADEQUATE RESERVES THEREFOR IN ACCORDANCE WITH GAAP ON THE BOOKS
OF SUCH PERSON OR (B) THE NON-FILING OR NONPAYMENT, AS THE CASE MAY BE, OF ALL
SUCH TAXES AND ASSESSMENTS IN THE AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 8.6
COMPLIANCE WITH LAW.
COMPLY WITH ALL LAWS,
ORDINANCES OR GOVERNMENTAL RULES OR REGULATIONS TO WHICH SUCH PERSON IS SUBJECT
(INCLUDING, WITHOUT LIMITATION ERISA AND ENVIRONMENTAL LAWS) AND OBTAIN AND
MAINTAIN IN EFFECT ALL LICENSES, CERTIFICATES, PERMITS, FRANCHISES AND OTHER
GOVERNMENTAL AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OF ITS PROPERTIES OR TO
THE CONDUCT OF ITS BUSINESSES, IN EACH CASE TO THE EXTENT NECESSARY TO ENSURE
THAT NON-COMPLIANCE WITH SUCH LAWS, ORDINANCES OR GOVERNMENTAL RULES OR
REGULATIONS OR FAILURES TO OBTAIN OR MAINTAIN IN EFFECT SUCH LICENSES,
CERTIFICATES, PERMITS, FRANCHISES OR OTHER GOVERNMENTAL AUTHORIZATIONS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 8.7
VISITS AND INSPECTIONS.
PERMIT
REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR ANY LENDER, FROM TIME TO TIME
UPON PRIOR REASONABLE NOTICE AND AT SUCH TIMES DURING NORMAL BUSINESS HOURS, AT
SUCH LENDER'S EXPENSE, TO VISIT AND INSPECT ITS PROPERTIES; INSPECT, AUDIT AND
MAKE EXTRACTS FROM ITS BOOKS, RECORDS AND FILES, INCLUDING, BUT NOT LIMITED TO,
MANAGEMENT LETTERS PREPARED BY INDEPENDENT ACCOUNTANTS; AND DISCUSS WITH ITS
PRINCIPAL OFFICERS, AND ITS INDEPENDENT ACCOUNTANTS, ITS BUSINESS, ASSETS,
LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS PROSPECTS.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF