AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE IN
ACCORDANCE WITH AGREEMENT ACCOUNTING PRINCIPLES.
42
6.6
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY
TO, MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES INSURANCE
ON ALL THEIR PROPERTY IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS CONSISTENT
WITH SOUND BUSINESS PRACTICE, AND THE BORROWER WILL FURNISH TO ANY LENDER UPON
REQUEST FULL INFORMATION AS TO THE INSURANCE CARRIED.
6.7
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS, RULES,
REGULATIONS, ORDERS, WRITS, JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH
IT MAY BE SUBJECT INCLUDING ALL ENVIRONMENTAL LAWS.
6.8
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, DO ALL THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND
KEEP ITS PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION, AND MAKE ALL
NECESSARY AND PROPER REPAIRS, RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS
CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES.
6.9
INSPECTION.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY
TO, PERMIT THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR RESPECTIVE
REPRESENTATIVES AND AGENTS, TO INSPECT ANY OF THE PROPERTY, BOOKS AND FINANCIAL
RECORDS OF THE BORROWER AND EACH SUBSIDIARY, TO EXAMINE AND MAKE COPIES OF THE
BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF THE BORROWER AND EACH
SUBSIDIARY, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER
AND EACH SUBSIDIARY WITH, AND TO BE ADVISED AS TO THE SAME BY, THEIR RESPECTIVE
OFFICERS AT SUCH REASONABLE TIMES AND INTERVALS AS THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY DESIGNATE.
6.10
MERGER AND SALE OF ASSETS.
WITHOUT THE PRIOR WRITTEN CONSENT OF
THE REQUIRED LENDERS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), THE
BORROWER WILL NOT, NOR WILL IT PERMIT ANY MATERIAL SUBSIDIARY TO, MERGE OR
CONSOLIDATE WITH OR INTO ANY OTHER PERSON, OR SELL OR OTHERWISE DISPOSE OF ALL
OR SUBSTANTIALLY ALL OF ITS PROPERTY TO ANOTHER PERSON EXCEPT THAT (I) A
MATERIAL SUBSIDIARY MAY MERGE INTO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY,
(II) A MATERIAL SUBSIDIARY MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY TO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY, OR (III) THE BORROWER OR
ANY SUBSIDIARY MAY SELL, TRANSFER, CONTRIBUTE, CONVEY OR DISPOSE OF ACCOUNTS,
GENERAL INTANGIBLES AND/OR CHATTEL PAPER (EACH AS DEFINED IN ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE) AND ASSOCIATED COLLATERAL, LOCKBOX AND OTHER COLLECTION
ACCOUNTS, RECORDS AND/OR PROCEEDS IN CONNECTION WITH A PERMITTED RECEIVABLES
SECURITIZATION.
6.11
LIENS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY MATERIAL
SUBSIDIARY TO, CREATE, INCUR, OR SUFFER TO EXIST ANY LIEN IN, OF OR ON THE
PROPERTY OF THE BORROWER OR ANY MATERIAL SUBSIDIARY, EXCEPT:
(I)
LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR
LEVIES ON ITS PROPERTY IF THE SAME SHALL NOT AT THE TIME BE DELINQUENT OR
THEREAFTER CAN BE PAID WITHOUT PENALTY, OR ARE BEING CONTESTED IN GOOD FAITH AND
BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE