BORROWER
TO AGENT ON DEMAND.
AGENT SHALL ALSO BE NAMED AS AN ADDITIONAL INSURED WITH
RESPECT TO BORROWER'S, EACH PRIMARY OBLIGOR'S AND EACH WHOLLY-OWNED SUBSIDIARY'S
LIABILITY INSURANCE.
7.5
MAINTENANCE OF RECORDS.
BORROWER WILL KEEP,
AND WILL CAUSE EACH PRIMARY OBLIGOR AND EACH WHOLLY-OWNED SUBSIDIARY OTHER THAN
REO AFFILIATES TO KEEP, AT ALL TIMES BOOKS OF RECORD AND ACCOUNT IN WHICH FULL,
TRUE AND CORRECT ENTRIES WILL BE MADE OF ALL DEALINGS OR TRANSACTIONS IN
RELATION TO ITS BUSINESS AND AFFAIRS, AND EACH SUCH PERSON WILL PROVIDE, AND
WILL CAUSE EACH SUCH OTHER PERSON TO PROVIDE, ADEQUATE PROTECTION AGAINST LOSS
OR DAMAGE TO SUCH BOOKS OF RECORD AND ACCOUNT.
7.6
PRESERVATION OF EXISTENCE.
BORROWER, EACH
PRIMARY OBLIGOR, EACH MATERIAL PORTFOLIO ENTITY, AND EACH SUBSIDIARY OF BORROWER
OTHER THAN AN IMMATERIAL ENTITY, REO AFFILIATE OR A HARBOR DEBTOR, WILL MAINTAIN
AND PRESERVE ITS RESPECTIVE CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP
EXISTENCE, RIGHTS, PRIVILEGES AND FRANCHISES IN ITS JURISDICTION OF
ORGANIZATION, AND QUALIFY AND REMAIN QUALIFIED TO DO BUSINESS IN, AND MAINTAIN
ITS RIGHTS, PRIVILEGES AND FRANCHISES IN EACH OTHER JURISDICTION WHICH IN THE
OPINION OF THE RESPECTIVE BOARD OF DIRECTORS, MANAGER, GENERAL PARTNER OR OTHER
GOVERNING PERSON THEREOF CONTINUE TO BE ADVANTAGEOUS TO IT AND SHALL COMPLY IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, BORROWER AGREES TO (AND TO CAUSE EACH SUCH
OTHER PERSON TO) QUALIFY TO DO BUSINESS AS A FOREIGN CORPORATION IN EACH
JURISDICTION WHERE THE NATURE OF ITS BUSINESS AND THE OPERATIONS CONDUCTED BY IT
THEREIN REQUIRE IT TO BE SO QUALIFIED.
7.7
PRESERVATION OF ASSETS.
BORROWER AND EACH
PRIMARY OBLIGOR WILL KEEP ITS PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS
IN GOOD REPAIR, WORKING ORDER AND CONDITION AND FROM TIME TO TIME MAKE ALL
NEEDFUL AND PROPER REPAIRS, RENEWALS, REPLACEMENTS, EXTENSIONS, ADDITIONS,
BETTERMENTS AND IMPROVEMENTS THERETO, SO THAT THE BUSINESS CARRIED ON BY IT MAY
BE CONDUCTED AT ALL TIMES IN ACCORDANCE WITH PRUDENT BUSINESS MANAGEMENT.
7.8
INSPECTION OF BOOKS AND ASSETS.
BORROWER
SHALL PERMIT AGENT, LENDERS AND EACH OF THEIR RESPECTIVE REPRESENTATIVES
REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO ITS PROPERTIES AND PERSONNEL,
AND SHALL DISCLOSE AND MAKE AVAILABLE TO AGENT AND LENDERS ALL BOOKS, PAPERS AND
RECORDS RELATING TO THE ASSETS, STOCK OWNERSHIP, PROPERTIES, OPERATIONS,
OBLIGATIONS,
27
AND LIABILITIES OF BORROWER AND ITS SUBSIDIARIES (AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE EACH OTHER PORTFOLIO ENTITY TO DO THE SAME),
INCLUDING, BUT NOT LIMITED TO, ALL BOOKS OF ACCOUNT (INCLUDING THE GENERAL
LEDGER), TAX RECORDS, MINUTE BOOKS OF MEETINGS OF BOARDS OF DIRECTORS (AND ANY
COMMITTEES THEREOF) AND SHAREHOLDERS, ORGANIZATIONAL DOCUMENTS, BYLAWS, MATERIAL
CONTRACTS AND AGREEMENTS, FILINGS WITH ANY REGULATORY AUTHORITY, ACCOUNTANTS'
WORK PAPERS (OTHER THAN THOSE THAT ARE THE PROPERTY OF ITS INDEPENDENT OUTSIDE
AUDITORS), LITIGATION FILES, LOAN FILES, PLANS AFFECTING EMPLOYEES, AND ANY
OTHER BUSINESS OR PROSPECTS IN WHICH LENDERS MAY HAVE A REASONABLE INTEREST IN
CONNECTION WITH THE LOANS, PROVIDED THAT SUCH ACCESS SHALL BE REASONABLY RELATED
TO THE TRANSACTIONS CONTEMPLATED HEREBY