clause (b) above, to the extent that failure to do so
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
7.5.
MAINTENANCE OF PROPERTY; INSURANCE.
HOLDINGS SHALL AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO (A) KEEP ALL PROPERTY NECESSARY IN ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR AND
CASUALTY EXCEPTED AND (B) MAINTAIN WITH REPUTABLE INSURANCE COMPANIES INSURANCE
ON ALL ITS PROPERTY IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH RISKS
(BUT INCLUDING IN ANY EVENT PUBLIC LIABILITY, PRODUCT LIABILITY AND BUSINESS
INTERRUPTION) AS ARE USUALLY INSURED AGAINST IN THE SAME GENERAL AREA BY
SIMILARLY SITUATED COMPANIES ENGAGED IN THE SAME OR A SIMILAR BUSINESS WITH
RESPECT TO SIMILAR PROPERTY.
42
7.6.
INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.
HOLDINGS
SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO (A) KEEP PROPER BOOKS OF
RECORDS AND ACCOUNT IN WHICH ENTRIES THAT ARE FULL, TRUE AND CORRECT IN ALL
MATERIAL RESPECTS IN CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW SHALL BE
MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES
AND (B) AT LEAST ONCE EVERY FISCAL YEAR OF THE BORROWER OR AT ANY TIME WHILE AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, PERMIT REPRESENTATIVES
OF ANY LENDER (COORDINATED THROUGH THE ADMINISTRATIVE AGENT) TO VISIT AND
INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND MAKE ABSTRACTS FROM ANY OF ITS
BOOKS AND RECORDS DURING REGULAR BUSINESS HOURS
AND TO DISCUSS THE BUSINESS,
OPERATIONS, PROPERTIES AND FINANCIAL AND OTHER CONDITION OF THE GROUP MEMBERS
WITH OFFICERS AND EMPLOYEES OF THE GROUP MEMBERS AND WITH THEIR INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS; PROVIDED THAT RELEVANT OFFICERS AND EMPLOYEES OF
THE GROUP MEMBERS SHALL HAVE THE RIGHT TO BE PRESENT DURING SUCH DISCUSSIONS.
NOTHING IN THIS SECTION 7.6 SHALL BE CONSTRUED TO CAUSE THE BORROWER TO DIVULGE
ANY MATERIALS COVERED BY AN ATTORNEY-CLIENT PRIVILEGE THAT HAS NOT BEEN WAIVED.
7.7.
Notices.
The Borrower shall promptly give notice to the
Administrative Agent and each Lender of:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE EXISTING
CREDIT AGREEMENT OR THE EXISTING SECURED NOTES;
(B)
ANY (I) DEFAULT OR EVENT OF DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF
ANY GROUP MEMBER OR (II) LITIGATION, INVESTIGATION OR PROCEEDING THAT MAY EXIST
AT ANY TIME BETWEEN ANY GROUP MEMBER AND ANY GOVERNMENTAL AUTHORITY, THAT IN
EITHER CASE, IF NOT CURED OR IF ADVERSELY DETERMINED, AS THE CASE MAY BE, COULD,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(C)
ANY LITIGATION OR PROCEEDING AFFECTING ANY GROUP MEMBER (I) IN WHICH THE
AMOUNT INVOLVED IS $5,000,000 OR MORE (EXCLUDING AMOUNTS COVERED BY INSURANCE),
(II) IN WHICH INJUNCTIVE OR SIMILAR RELIEF IS SOUGHT WITH RESPECT TO MATERIAL
OPERATIONS OR (III) WHICH RELATES TO ANY LOAN DOCUMENT;
(D)
THE FOLLOWING EVENTS, AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 30 DAYS
AFTER ANY LOAN PARTY KNOWS OR HAS REASON TO