THE LOAN PARTIES OR THE PROTECTION
OF THEIR PROPERTIES.
(D)
PERMIT ANY REPRESENTATIVES THAT ARE
DESIGNATED BY THE COLLATERAL AGENT TO INSPECT THE INSURANCE POLICIES MAINTAINED
BY OR ON BEHALF OF THE LOAN PARTIES AND TO INSPECT BOOKS AND RECORDS RELATED
THERETO AND ANY PROPERTIES COVERED THEREBY.
THE LOAN PARTIES SHALL PAY THE
REASONABLE FEES AND EXPENSES OF ANY REPRESENTATIVES RETAINED BY THE COLLATERAL
AGENT TO CONDUCT ANY SUCH INSPECTION.
98
6.08
Compliance with Laws.
Comply in all material
respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been set aside and
maintained by the Loan Parties in accordance with GAAP; (b) such contest
effectively suspends enforcement of the contested Laws, and (c) the failure to
comply therewith could not reasonably be expected to have a Material Adverse
Effect.
6.09
Books and Records; Accountants.
(A)
(I) 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 BDO SEIDMAN, LLP OR
ANOTHER PUBLIC ACCOUNTING FIRM WHICH IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND INSTRUCT SUCH PUBLIC ACCOUNTING FIRM IN WRITING 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 PUBLIC ACCOUNTING FIRM, AS MAY BE RAISED BY THE
ADMINISTRATIVE AGENT; PROVIDED THAT THE LEAD BORROWER SHALL BE ENTITLED TO
PARTICIPATE IN ANY SUCH MEETINGS OR DISCUSSIONS.
THE LEAD BORROWER HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS ALL AUDITORS, ACCOUNTANTS, OR OTHER THIRD
PARTIES TO DELIVER TO THE ADMINISTRATIVE AGENT, AT THE BORROWERS' EXPENSE,
COPIES OF THE BORROWERS' FINANCIAL STATEMENTS, PAPERS RELATED THERETO, AND OTHER
ACCOUNTING RECORDS OF ANY NATURE IN THEIR POSSESSION, AND TO DISCLOSE TO THE
ADMINISTRATIVE AGENT ANY INFORMATION THEY MAY HAVE REGARDING THE COLLATERAL OR
THE FINANCIAL CONDITION OF THE BORROWERS, IN EACH CASE TO THE EXTENT PERMITTED
BY THE POLICIES OF SUCH AUDITORS, ACCOUNTANTS OR OTHER THIRD PARTIES AT SUCH
TIME; PROVIDED THAT THE LEAD BORROWER SHALL BE ENTITLED TO BE PROVIDED WITH
COPIES OF ANY SUCH FINANCIAL STATEMENTS, PAPERS, ACCOUNTING RECORDS OR
DISCLOSURES CONTEMPORANEOUSLY THEREWITH.
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