WHICH ITS BUSINESS IS CONDUCTED; EXCEPT, IN THE
CASE OF CLAUSE (B), TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; PROVIDED THAT THE FOREGOING
SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 6.03.
SECTION 5.04.
PAYMENT OF OBLIGATIONS.
THE COMPANY WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, PAY ITS OBLIGATIONS, INCLUDING TAX LIABILITIES, THAT, IF
NOT PAID, COULD RESULT IN A MATERIAL ADVERSE EFFECT BEFORE THE SAME SHALL BECOME
DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT THEREOF IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) THE COMPANY OR
SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH
CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.05.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE COMPANY WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, (A) KEEP AND MAINTAIN IN ALL MATERIAL
RESPECTS ALL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING
ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND (B) MAINTAIN, WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES, INSURANCE IN SUCH AMOUNTS
AND AGAINST SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES ENGAGED IN THE
SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
SECTION 5.06.
BOOKS AND RECORDS; INSPECTION RIGHTS.
THE COMPANY WILL, AND WILL
CAUSE EACH OF ITS MATERIAL SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND
ACCOUNT FROM WHICH FINANCIAL STATEMENTS MAY BE PREPARED IN ACCORDANCE WITH GAAP
AND, IN ANY EVENT, CONSISTENT WITH THE COMPANY'S (OR SUCH SUBSIDIARY'S, AS THE
CASE MAY BE) PAST PRACTICE OR CHANGES IN SUCH PRACTICE NECESSARY TO MEET THE
REQUIREMENTS OF GAAP.
THE COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES
TO, PERMIT ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY
LENDER, UPON REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO
EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS
AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS,
ALL AT SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED, PROVIDED
THAT, EXCLUDING ANY SUCH VISITS AND INSPECTIONS
53
DURING THE CONTINUATION OF AN EVENT OF DEFAULT, (A) ONLY THE ADMINISTRATIVE
AGENT ON BEHALF OF THE LENDERS (OR A LENDER TO THE EXTENT SUCH VISIT OR
INSPECTION IS COORDINATED THROUGH THE ADMINISTRATIVE AGENT) MAY EXERCISE THE
RIGHTS UNDER THIS SECTION 5.06, (B) THE ADMINISTRATIVE AGENT AND THE LENDERS,
COLLECTIVELY, SHALL NOT EXERCISE SUCH RIGHTS MORE OFTEN THAN TWO TIMES DURING
ANY CALENDAR YEAR ABSENT THE EXISTENCE OF AN EVENT OF DEFAULT AND ONLY ONE SUCH
TIME SHALL BE AT THE COMPANY'S EXPENSE ABSENT THE EXISTENCE OF AN EVENT OF
DEFAULT AND (C) THE PERSON EXERCISING SUCH RIGHTS SHALL ATTEMPT NOT TO EXERCISE
SUCH RIGHTS DURING THE FIRST THIRTY (30) DAYS OF ANY OF THE COMPANY'S FISCAL
QUARTERS.
NOTWITHSTANDING ANYTHING TO THE