Common use of Existence, Etc Clause in Contracts

Existence, Etc. Each of the Obligors will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws of Governmental Authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account in accordance with GAAP; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain maintain, in all material respects, all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided PROVIDED that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof);; CREDIT AGREEMENT (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws of Governmental Authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account in accordance with GAAP; andand Credit Agreement (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to:: Credit Agreement (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained in accordance with generally accepted accounting principles; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender Bank or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses privileges and franchises (including, without limitation, the Broadcast Licenses, but excluding Immaterial Broadcast Licenses, for Owned Stations) (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such Credit Agreement requirements could reasonably be expected to would (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account in accordance with GAAP; and (fe) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors will, The Trust and SLT will cause each of its Subsidiaries the Company to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in accordance with GAAP; andwhich complete (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Parent will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) to have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Restricted Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof9.05); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities and material contracts if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Material Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender Bank or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof8.05); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain maintain, in all material respects, all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; andand Table of Contents (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors Obligor will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided PROVIDED that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained in accordance with GAAP; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) upon reasonable notice to the Company, permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) upon reasonable prior notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 Credit Agreement 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, hours and upon reasonable notice, and at notice to the expense of such Lender or Administrative Agent (as the case may be)Company, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors Obligor will, and will cause each of its Subsidiaries to: (a) except to the extent permitted by Section 9.05 hereof, preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof)franchises; (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities or regulatory authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained in accordance with GAAP; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles in the United States of America consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided PROVIDED that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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;proceedings and against which adequate reserves are being maintained; CREDIT AGREEMENT (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof);; Credit Agreement (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided PROVIDED that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each of the Obligors Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 9.03 8.03 shall prohibit any transaction expressly permitted under Section 9.05 8.05 hereof); (b) comply with the requirements of all applicable Laws laws, rules, regulations and orders of Governmental Authorities governmental or regulatory authorities if failure to comply with such requirements could reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (c) 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 proceedingsproceedings and against which adequate reserves are being maintained; (d) maintain maintain, in all material respects, all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted;; Credit Agreement (e) keep adequate records and books of account account, in which complete entries will be made in accordance with GAAPgenerally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, upon reasonable notice, and at the expense of such Lender or Administrative Agent (as the case may be), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).