DISSOLUTION, MERGER
OR ANY OTHER MEANS) UPON THE GOOD FAITH DETERMINATION OF SUCH SUBSIDIARY'S BOARD
OF DIRECTORS THAT SUCH TERMINATION IS IN THE BEST INTEREST OF THE SUBSIDIARY AND
ITS VARIOUS CONSTITUENCIES AND THE TAKING OF APPROPRIATE ACTION BY THE
SHAREHOLDER(S) OF SUCH SUBSIDIARY.
SECTION 9.3
COMPLIANCE WITH APPLICABLE LAW.
COMPLY WITH ALL
APPLICABLE LAW, IF THE FAILURE TO COMPLY THEREWITH WOULD HAVE A MATERIALLY
ADVERSE EFFECT.
SECTION 9.4
MAINTENANCE OF PROPERTY.
PROTECT AND PRESERVE ALL
PROPERTIES MATERIAL TO ITS BUSINESS, INCLUDING ALL PROPRIETARY RIGHTS, AND
MAINTAIN IN GOOD REPAIR, WORKING ORDER AND CONDITION IN ALL MATERIAL RESPECTS
ALL TANGIBLE PROPERTIES, AND FROM TIME TO TIME MAKE OR CAUSE TO BE MADE ALL
NEEDED AND APPROPRIATE REPAIRS, RENEWALS, REPLACEMENTS AND ADDITIONS TO SUCH
PROPERTIES NECESSARY FOR THE CONDUCT OF ITS BUSINESS, SO THAT THE BUSINESS
CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY AND ADVANTAGEOUSLY CONDUCTED
AT ALL TIMES.
SECTION 9.5
CONDUCT OF BUSINESS.
AT ALL TIMES ENGAGE ONLY IN
BUSINESSES IN SUBSTANTIALLY THE SAME FIELDS AS THE BUSINESSES CONDUCTED ON THE
AGREEMENT DATE OR AS OTHERWISE EXPRESSLY CONTEMPLATED HEREIN.
SECTION 9.6
INSURANCE.
MAINTAIN INSURANCE WITH RESPONSIBLE
INSURANCE COMPANIES AGAINST SUCH RISKS AND IN SUCH AMOUNTS AS IS CUSTOMARILY
MAINTAINED BY SIMILAR BUSINESSES OR AS MAY BE REQUIRED BY APPLICABLE LAW, AND
FROM TIME TO TIME DELIVER TO THE ADMINISTRATIVE AGENT UPON ITS REQUEST A
DETAILED LIST OF THE INSURANCE THEN IN EFFECT, STATING THE NAMES OF THE
INSURANCE COMPANIES, THE AMOUNTS AND RATES OF THE INSURANCE, THE DATES OF THE
EXPIRATION THEREOF AND THE PROPERTIES AND RISKS COVERED THEREBY.
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SECTION 9.7
PAYMENT OF TAXES AND CLAIMS.
PAY OR DISCHARGE WHEN DUE:
(A)
ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED
UPON IT OR UPON ITS INCOME OR PROFITS OR UPON ANY PROPERTIES BELONGING TO IT,
AND
(B)
ALL LAWFUL CLAIMS OF MATERIALMEN, MECHANICS, CARRIERS,
WAREHOUSEMEN AND LANDLORDS FOR LABOR, MATERIALS, SUPPLIES AND RENTALS WHICH, IF
UNPAID, ARE REASONABLY LIKELY TO BECOME A LIEN ON ANY OF ITS PROPERTIES;
except that this Section 9.6 shall not require the payment or discharge of any
such tax, assessment, charge, levy or claim which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been
established on the appropriate books.
SECTION 9.8
ACCOUNTING METHODS AND FINANCIAL RECORDS.
MAINTAIN A
SYSTEM OF ACCOUNTING, AND KEEP SUCH BOOKS, RECORDS AND ACCOUNTS (WHICH SHALL BE
TRUE AND COMPLETE), AS MAY BE REQUIRED OR AS MAY BE NECESSARY TO PERMIT THE
PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED.
IN ADDITION, THE BORROWER SHALL AT ALL TIMES MAINTAIN DETAILED
ACCOUNTING RECORDS RELATING TO INTERCOMPANY ADVANCES AND REPAYMENTS RESULTING
FROM BORROWINGS AND REPAYMENTS OF REVOLVING CREDIT LOANS.
SECTION 9.9
VISITS AND INSPECTIONS.
PERMIT REPRESENTATIVES OF THE
ADMINISTRATIVE AGENT FROM TIME TO TIME, AS OFTEN AS MAY BE REASONABLY REQUESTED,
BUT ONLY DURING NORMAL BUSINESS HOURS AND, IF NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED, UPON PRIOR NOTICE, TO
(A)
VISIT AND INSPECT ITS PROPERTIES,
(B)
INSPECT AND