Common use of Performance of Obligations; Etc Clause in Contracts

Performance of Obligations; Etc. Each Obligor and each Subsidiary --------------------------------------- shall, (i) preserve and maintain its legal existence and all of its material rights, privileges and franchises, the loss of which could reasonably be expected to have a Material Adverse Effect (provided, however, that nothing in -------- ------- this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.06); (ii) comply with the requirements of all applicable laws (including ERISA and the rules and regulations thereunder), rules, regulations and orders of Governmental Authorities if failure to comply with such requirements would (individually or in the aggregate) have a Material Adverse Effect; (iii) timely file true, accurate and complete tax returns required by all Governmental Authorities and pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto (except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP) if such failure to file or pay and discharge would (individually or in the aggregate) have a Material Adverse Effect; (iv) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so with respect to any such Property would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect; (v) permit representatives of any Creditor, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Creditor; (vi) allow the Administrative Agent to consult with Borrower's independent public accountants and auditors with respect to the financial affairs of Borrower and the Subsidiaries and agrees to authorize such accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of Borrower and the Subsidiaries; at the request of the Administrative Agent, Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 9.03(vi); (vii) perform in all material respects all of its obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which it is bound or to which it is a party, except where such failure to so perform, singly or in the aggregate with all other such failures, would not have a Material Adverse Effect; and (viii) keep proper books of record and accounts, in which full and correct entries shall be made of all financial transactions and the Property and business of each Obligor and its Subsidiaries in all material respects in accordance with GAAP in effect from time to time or in all material respects as otherwise required by applicable rules and regulations of any Governmental Authority having jurisdiction over such Obligor or its Subsidiaries, as relevant. Borrower will confer with the Lenders in enforcing or waiving material rights of Borrower or any Subsidiary under any Document.

Performance of Obligations; Etc. Each Obligor and each Subsidiary --------------------------------------- shall, Company shall (i) preserve and --------------------------------------- maintain its legal existence and all of its material rights, privileges and franchises, the loss of which could reasonably be expected to have a Material Adverse Effect (; provided, however, that nothing in -------- ------- this Section 9.03 shall prohibit -------- ------- any transaction expressly permitted under Section 9.06); (ii) comply with the requirements of all applicable laws (including ERISA and the rules and regulations thereunder), rules, regulations and orders of Governmental Authorities if failure to comply with such requirements except as would (individually or in the aggregate) not have a Material Adverse Effect, comply with all Requirements of Law; (iii) except to the extent that any such failures, in the aggregate, would not result in a Material Adverse Effect, timely file true, accurate and complete tax returns required by all Governmental Authorities and pay and discharge all taxes, assessments and governmental charges or levies Taxes imposed on upon it or on its income or profits or on any of its Property Properties prior to the date on which any penalties attach thereto (except for any such tax, assessment, charge or levy Tax the payment of which is being contested in good faith and by proper proceedings diligently instituted and conducted and against which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP) if ; provided, -------- however, that any such failure to file or pay and discharge would (individually or tax imposed upon Collateral shall be contested in a ------- manner that satisfies the aggregate) have a Material Adverse EffectContested Collateral Lien Conditions); (iv) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so with respect to any such Property would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect; (v) permit representatives of any Creditor, Creditor during normal business hourshours and upon reasonable prior notice, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officersofficers and employees, all to the extent reasonably requested by such CreditorCreditor (provided that unless an Event of Default shall have occurred and be continuing -------- all requests for any such examinations, meetings or discussions shall be coordinated through the Administrative Agent); (vi) upon reasonable notice, allow (with the presence of Borrower if Borrower so elects to participate) Administrative Agent and the Lead Arranger or any representative chosen by the Majority Lenders to consult with Borrower's independent public accountants and auditors with respect to the financial affairs of Borrower and the Subsidiaries and agrees to authorize such accountants to disclose to Companies at the request of Administrative Agent and the Lenders Lead Arranger or any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to representative chosen by the business, financial condition and other affairs of Borrower and the Subsidiaries; at the request of the Administrative AgentMajority Lenders, Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 9.03(vi); (vii) perform in all material respects all of its obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which it is bound or to which it is a partyContractual Obligations, except where such failure to so perform, singly or in the aggregate with all other such failures, would not have a Material Adverse Effect; and (viii) keep proper books pay all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted under Section 9.07) upon any Property of record and accountsany Company, in which full and correct entries prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that that no claims -------- ------- referred to in this clause (viii) need be paid if (x) being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or (y) the aggregate of all financial transactions and such failures to pay would not result in a Material Adverse Effect; provided, -------- further, however, that any such claim or change imposed or asserted against ------- ------- Collateral shall be contested in a manner that satisfies the Property and business of each Obligor and its Subsidiaries in all material respects in accordance with GAAP in effect from time to time or in all material respects as otherwise required by applicable rules and regulations of any Governmental Authority having jurisdiction over such Obligor or its Subsidiaries, as relevant. Borrower will confer with the Lenders in enforcing or waiving material rights of Borrower or any Subsidiary under any DocumentContested Collateral Lien Conditions.

Performance of Obligations; Etc. Each Obligor and each Subsidiary --------------------------------------- shall, Company shall (i) preserve and --------------------------------------- maintain its legal existence and all of its material rights, privileges and franchises; provided , however, that nothing in this Section 9.03 shall prohibit -------- any transaction expressly permitted under Section 9.06, (ii) comply with all applicable Requirements of Law of Governmental Authorities, except to the loss of which extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect (providedEffect, however, that nothing in -------- ------- this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.06); (ii) comply with the requirements of all applicable laws (including ERISA and the rules and regulations thereunder), rules, regulations and orders of Governmental Authorities if failure to comply with such requirements would (individually or in the aggregate) have a Material Adverse Effect; (iii) timely file true, accurate and complete tax returns required by all Governmental Authorities and pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto (except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP) if such failure to file or pay and discharge would (individually or in the aggregate) have a Material Adverse Effect); (iv) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so with respect to any such Property would could not individually or in the aggregate reasonably be reasonably likely expected to have a Material Adverse Effect; (v) permit representatives of any CreditorCreditor upon reasonable prior notice, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officersofficers and employees and with the independent accountants of each Company, all to the extent reasonably requested by such Creditor; provided, however, that Administrative Agent or such -------- Lender shall notify Borrower prior to any contact with such accountants and give Borrower the opportunity to participate in such discussions; (vi) allow the Administrative Agent Agents to consult with Borrower's independent public accountants and auditors with respect to the financial affairs of Borrower the Companies and the Subsidiaries and agrees to authorize such accountants to disclose to the Administrative Agent Agents and the Lenders any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of Borrower and the SubsidiariesCompanies; at the request of the Administrative AgentAgents, Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section 9.03(vi); (vii) perform in all material respects all of its obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which it is bound or to which it is a partyContractual Obligations, except where such failure to so perform, singly or in the aggregate with all other such failures, would could not reasonably be expected to have a Material Adverse Effect; and (viii) keep proper books of record and accounts, in which full and correct entries shall be made of all financial transactions and the Property and business of each Obligor and its Subsidiaries in all material respects Company in accordance with GAAP in effect from time to time or in all material respects as otherwise required by applicable rules and regulations of any Governmental Authority having jurisdiction over such Obligor or its Subsidiaries, as relevant. Borrower will Company; and (ix) confer with the Lenders in enforcing or waiving material rights of Borrower or any Subsidiary Company under any Transaction Document.