FairPoint Communications 2002 Annual Report Download - page 255

case of the certificate delivered pursuant to Section 6.01(a), shall set
forth the calculations required to establish the Excess Cash Flow for the
respective Excess Cash Flow Payment Period.
(e) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event
within five Business Days after any officer of the Borrower obtains
knowledge thereof, notice of (x) the occurrence of any event which
constitutes a Default or Event of Default, which notice shall specify the
nature thereof, the period of existence thereof and what action the
Borrower proposes to take with respect thereto and (y) the commencement of,
or any significant adverse development in, any litigation or governmental
proceeding pending against the Borrower or any of its Subsidiaries or their
assets or business which has had or is reasonably likely to have a Material
Adverse Effect or has had or is reasonably likely to have a material
adverse effect on the ability of the Credit Parties to perform their
obligations under the Credit Documents or the enforceability thereof or
liens thereon.
(f) OTHER INFORMATION. Promptly upon transmission thereof, copies
of any filings and registrations with, and reports to, the Securities and
Exchange Commission or any successor thereto (the "SEC") by the Borrower or
any of its Subsidiaries, and with reasonable promptness, such other
information or documents (financial or otherwise) as the Administrative
Agent on its own behalf or on behalf of the Required Lenders may reasonably
request from time to time.
6.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will
cause its Subsidiaries to, permit, upon reasonable notice to the chief financial
officer, controller or any other Authorized Officer of the Borrower, officers
and designated representatives of the
Administrative Agent or the Required Lenders to visit and inspect any of the
properties or assets of the Borrower and any of its Subsidiaries in their
possession and to examine the books of account of the Borrower and any of its
Subsidiaries and discuss the affairs, finances and accounts of the Borrower and
of any of its Subsidiaries with, and be advised as to the same by, its and their
officers and independent accountants, all at such reasonable times and intervals
during normal business hours and to such reasonable extent as the Administrative
Agent or the Required Lenders may desire.
6.03 INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance with
reputable and solvent insurers in such amounts, covering such risks and
liabilities and with such deductibles or self-insured retentions as are in
accordance with normal industry practice. The Borrower will, and will cause each
of its Subsidiaries to, furnish to the Administrative Agent on the Restatement
Effective Date and thereafter annually, upon request of the Administrative
Agent, a summary of the insurance carried.
6.04 PAYMENT OF TAXES. The Borrower 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 the Borrower or any of its
Subsidiaries, provided that neither the Borrower 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 (in the good faith judgment of the management of the Borrower) with
respect thereto in accordance with GAAP.
6.05 COMPANY FRANCHISES. The Borrower 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
material rights and franchises, other than those the failure to preserve which
could not reasonably be expected to have a Material Adverse Effect, PROVIDED