IS
PROHIBITED OR IF SUCH EVENT HAS OCCURRED, A DESCRIPTION OF THE EVENT AND WHAT
ACTION HOLDINGS AND THE BORROWER IS TAKING OR PROPOSES TO TAKE WITH RESPECT
THERETO;
(B)
SO LONG AS NOT CONTRARY TO THE THEN CURRENT RECOMMENDATIONS OF THE
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS, THE YEAR-END FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 7.1(A) ABOVE SHALL BE ACCOMPANIED BY A
WRITTEN STATEMENT OF THE BORROWER'S INDEPENDENT PUBLIC ACCOUNTANTS (WHICH SHALL
BE A FIRM OF ESTABLISHED NATIONAL REPUTATION) THAT IN MAKING THE EXAMINATION
NECESSARY FOR CERTIFICATION OF SUCH FINANCIAL STATEMENTS, NOTHING HAS COME TO
THEIR
41
ATTENTION THAT WOULD LEAD THEM TO BELIEVE THAT THE BORROWER HAS VIOLATED ANY
PROVISIONS OF SECTION 7 OR SECTION 8 HEREOF RELATING TO FINANCIAL, ACCOUNTING OR
REPORTING MATTERS OR, IF ANY SUCH VIOLATION HAS OCCURRED, SPECIFYING THE NATURE
AND PERIOD OF EXISTENCE THEREOF, IT BEING UNDERSTOOD THAT SUCH ACCOUNTANTS SHALL
NOT BE LIABLE DIRECTLY OR INDIRECTLY TO ANY PERSON FOR ANY FAILURE TO OBTAIN
KNOWLEDGE OF ANY SUCH VIOLATION.
IF SUCH A CERTIFICATION IS CONTRARY TO THE
THEN CURRENT RECOMMENDATIONS OF THE AMERICAN INSTITUTE OF CERTIFICATE PUBLIC
ACCOUNTANTS WITH RESPECT TO ANY YEAR-END FINANCIAL STATEMENTS BEING DELIVERED TO
THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 7.1(A), THE BORROWER SHALL DELIVER
AN OFFICER'S CERTIFICATE TO SUCH EFFECT TO THE ADMINISTRATIVE AGENT AT THE TIME
SUCH YEAR-END FINANCIAL STATEMENTS ARE SO DELIVERED TO THE ADMINISTRATIVE AGENT;
AND
(C)
THE BORROWER SHALL, SO LONG AS ANY LOANS ARE OUTSTANDING, DELIVER TO THE
ADMINISTRATIVE AGENT, FORTHWITH UPON ANY OFFICER BECOMING AWARE OF ANY DEFAULT
OR EVENT OF DEFAULT, AN OFFICER'S CERTIFICATE SPECIFYING SUCH DEFAULT OR EVENT
OF DEFAULT AND WHAT ACTION THE BORROWER IS TAKING OR PROPOSES TO TAKE WITH
RESPECT THERETO.
7.3.
Payment of Obligations; Taxes.
(A)
EXCEPT AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT, HOLDINGS SHALL AND SHALL CAUSE EACH
OF ITS SUBSIDIARIES TO PAY, DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE MATURITY
OR BEFORE THEY BECOME DELINQUENT, AS THE CASE MAY BE, ALL ITS CONTRACTUAL
OBLIGATIONS OF WHATEVER NATURE, EXCEPT WHERE THE AMOUNT OR VALIDITY THEREOF IS
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND RESERVES
IN CONFORMITY WITH GAAP WITH RESPECT THERETO HAVE BEEN PROVIDED ON THE BOOKS OF
THE RELEVANT GROUP MEMBER.
(B)
HOLDINGS SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO PAY, PRIOR TO
DELINQUENCY, ANY TAXES, ASSESSMENTS, AND GOVERNMENTAL LEVIES EXCEPT SUCH AS ARE
CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS OR WHERE THE FAILURE TO
EFFECT SUCH PAYMENT IS NOT ADVERSE IN ANY MATERIAL RESPECT TO THE LENDERS.
7.4.
Maintenance of Existence.
Holdings shall and shall cause each of
its Subsidiaries to (a)
preserve, renew and keep in full force and effect its
organizational existence and (b) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business, except, in each case, as otherwise permitted by Section 8.4 and
except, in the case of