SUCH AMOUNTS, COVERING SUCH RISKS AND LIABILITIES AND WITH SUCH
DEDUCTIBLES OR SELF-INSURED RETENTIONS AS ARE IN ACCORDANCE WITH NORMAL INDUSTRY
PRACTICE IN THE RELEVANT REGION.
HOLDINGS WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES (BUT IN THE CASE OF CLAUSE (II) BELOW, ONLY TO THE EXTENT SUCH
SUBSIDIARY IS A CREDIT PARTY) TO, FURNISH TO THE ADMINISTRATIVE AGENT ON THE
RESTATEMENT EFFECTIVE DATE AND THEREAFTER ANNUALLY, UPON REQUEST OF THE
ADMINISTRATIVE AGENT, (I) A SUMMARY OF THE INSURANCE CARRIED AND
(II) CERTIFICATES OF INSURANCE AND OTHER EVIDENCE OF SUCH INSURANCE, IF ANY,
NAMING THE COLLATERAL AGENT AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, TO THE
EXTENT OF ITS INTERESTS THEREIN.
7.04
PAYMENT OF TAXES.
HOLDINGS WILL PAY AND DISCHARGE, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO PAY AND DISCHARGE, ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME OR PROFITS, OR
UPON ANY PROPERTIES BELONGING TO IT, PRIOR TO THE DATE ON WHICH PENALTIES ATTACH
THERETO, AND ALL LAWFUL CLAIMS WHICH, IF UNPAID, WOULD BECOME A LIEN OR CHARGE
UPON ANY MATERIAL PROPERTIES OF HOLDINGS OR ANY OF ITS SUBSIDIARIES, PROVIDED
THAT (I) NO FOREIGN SUBSIDIARY SHALL BE REQUIRED TO PAY ANY SUCH TAX,
ASSESSMENT, CHARGE, LEVY OR CLAIM TO THE EXTENT THE AGGREGATE FAILURES TO PAY
SAME ARE NOT REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND
(II) NEITHER HOLDINGS NOR ANY SUBSIDIARY SHALL BE REQUIRED TO PAY ANY SUCH TAX,
ASSESSMENT, CHARGE, LEVY OR CLAIM WHICH IS BEING CONTESTED IN GOOD FAITH AND BY
PROPER PROCEEDINGS IF IT HAS MAINTAINED ADEQUATE RESERVES WITH RESPECT THERETO
(IN THE GOOD FAITH JUDGMENT OF THE MANAGEMENT OF BORROWER) IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
7.05
CORPORATE FRANCHISES.
HOLDINGS WILL DO, AND WILL CAUSE EACH SUBSIDIARY
TO DO, OR CAUSE TO BE DONE, ALL THINGS REASONABLY NECESSARY TO PRESERVE AND KEEP
IN FULL FORCE AND EFFECT ITS EXISTENCE AND TO PRESERVE ITS RIGHTS AND
FRANCHISES, OTHER THAN ANY SUCH RIGHTS OR
49
FRANCHISES THE FAILURE TO PRESERVE WHICH COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, PROVIDED THAT ANY TRANSACTION PERMITTED BY
SECTION 8.02 WILL NOT CONSTITUTE A BREACH OF THIS SECTION 7.05.
7.06
COMPLIANCE WITH STATUTES, ETC.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY WITH ALL APPLICABLE STATUTES, REGULATIONS AND ORDERS OF,
AND ALL APPLICABLE RESTRICTIONS IMPOSED BY, ALL GOVERNMENTAL BODIES, DOMESTIC OR
FOREIGN, IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE OWNERSHIP OF ITS
PROPERTY OTHER THAN THOSE THE NON-COMPLIANCE WITH WHICH IS NOT REASONABLY LIKELY
TO HAVE A MATERIAL ADVERSE EFFECT OR HAVE A MATERIAL ADVERSE EFFECT ON THE
ABILITY OF THE CREDIT PARTIES TO PERFORM THEIR OBLIGATIONS UNDER THE CREDIT
DOCUMENTS.
7.07
ERISA.
AS SOON AS POSSIBLE AND, IN ANY EVENT, WITHIN TEN (10) DAYS AFTER
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY KNOWS OR HAS REASON TO KNOW OF THE
OCCURRENCE OF ANY OF THE FOLLOWING, THE BORROWER WILL DELIVER TO EACH OF THE
LENDERS A CERTIFICATE OF THE