applicable to it or to its business or
property, except in such instances in which the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.
6.09
Books and Records;
Accountants.
(A)
MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP
CONSISTENTLY APPLIED SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND BUSINESS OF THE LOAN PARTIES OR SUCH SUBSIDIARY, AS THE
CASE MAY BE; AND (II) MAINTAIN SUCH BOOKS OF RECORD AND ACCOUNT IN MATERIAL
CONFORMITY
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Loan Parties or such Subsidiary, as the case may be.
(B)
AT ALL TIMES, RETAIN A REGISTERED PUBLIC
ACCOUNTING FIRM WHICH IS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
INSTRUCT SUCH REGISTERED PUBLIC ACCOUNTING FIRM TO COOPERATE WITH, AND BE
AVAILABLE TO, THE ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES TO DISCUSS THE
LOAN PARTIES' FINANCIAL PERFORMANCE, FINANCIAL CONDITION, OPERATING RESULTS,
CONTROLS, AND SUCH OTHER MATTERS, WITHIN THE SCOPE OF THE RETENTION OF SUCH
REGISTERED PUBLIC ACCOUNTING FIRM, AS MAY BE RAISED BY THE ADMINISTRATIVE AGENT.
6.10
Inspection Rights.
(A)
PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF THE ADMINISTRATIVE AGENT TO VISIT AND INSPECT ANY OF ITS
PROPERTIES, TO EXAMINE ITS CORPORATE, FINANCIAL AND OPERATING RECORDS, AND MAKE
COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND
ACCOUNTS WITH ITS DIRECTORS, OFFICERS, AND REGISTERED PUBLIC ACCOUNTING FIRM,
ALL AT THE EXPENSE OF THE LOAN PARTIES AND AT SUCH REASONABLE TIMES DURING
NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY DESIRED, UPON REASONABLE
ADVANCE NOTICE TO THE LEAD BORROWER; PROVIDED, HOWEVER, THAT WHEN AN EVENT OF
DEFAULT EXISTS THE ADMINISTRATIVE AGENT (OR ANY OF ITS REPRESENTATIVES OR
INDEPENDENT CONTRACTORS) MAY DO ANY OF THE FOREGOING, AND MAY BE ACCOMPANIED BY
THE ARRANGERS, ALL AT THE EXPENSE (INCLUDING ANY EXPENSES INCURRED BY THE
ARRANGERS) OF THE LOAN PARTIES AT ANY TIME DURING NORMAL BUSINESS HOURS AND
WITHOUT ADVANCE NOTICE.
(B)
THE LOAN PARTIES ACKNOWLEDGE THAT
(A) SUBJECT TO CLAUSE (B) BELOW, THE ADMINISTRATIVE AGENT SHALL UNDERTAKE AT THE
LOAN PARTIES' EXPENSE UP TO TWO (2) INVENTORY APPRAISALS AND TWO (2) COMMERCIAL
FINANCE EXAMINATIONS EACH FISCAL YEAR AND (B) IF AVAILABILITY (CALCULATED, FOR
PURPOSES OF THIS SECTION 6.10(B), WITHOUT GIVING EFFECT TO THE AVAILABILITY
BLOCK) IS AT ANY TIME LESS THAN OR EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE
LESSER OF (X) THE AGGREGATE COMMITMENTS AND (Y) THE BORROWING BASE, THE
ADMINISTRATIVE AGENT SHALL UNDERTAKE AT THE LOAN PARTIES' EXPENSE UP TO THREE
(3) INVENTORY APPRAISALS AND THREE (3) COMMERCIAL FINANCE EXAMINATIONS EACH
FISCAL YEAR.
NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT MAY CAUSE
ADDITIONAL APPRAISALS AND COMMERCIAL FINANCE EXAMINATIONS TO BE UNDERTAKEN
(I) AS IT IN ITS DISCRETION DEEMS NECESSARY OR APPROPRIATE, AT ITS OWN EXPENSE
OR, (II) IF REQUIRED BY APPLICABLE LAW OR IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, AT THE EXPENSE OF THE LOAN PARTIES.