BEHALF OF PARENT TO THE EFFECT
THAT (A) SUCH PROJECTIONS WERE PREPARED BY PARENT IN GOOD FAITH, (B) PARENT HAS
A REASONABLE BASIS FOR THE ASSUMPTIONS CONTAINED IN SUCH PROJECTIONS AND (C)
SUCH PROJECTIONS HAVE BEEN PREPARED IN ACCORDANCE WITH SUCH ASSUMPTIONS.
10.1.8
NOTICES WITH RESPECT TO OTHER DEBT.
PROMPTLY FOLLOWING RECEIPT,
COPIES OF ANY NOTICES (INCLUDING NOTICES OF DEFAULT OR ACCELERATION) RECEIVED
FROM ANY HOLDER OR TRUSTEE OF, UNDER OR WITH RESPECT TO ANY SUBORDINATED DEBT OR
ANY CONVERTIBLE DEBT.
10.1.9
OTHER INFORMATION.
PROMPTLY FROM TIME TO TIME, SUCH OTHER
INFORMATION CONCERNING THE LOAN PARTIES AS ANY LENDER OR THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
10.2
BOOKS, RECORDS AND INSPECTIONS.
KEEP, AND CAUSE EACH OTHER LOAN
PARTY TO KEEP, ITS BOOKS AND RECORDS IN ACCORDANCE WITH SOUND BUSINESS PRACTICES
SUFFICIENT TO ALLOW THE PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH
GAAP; PERMIT, AND CAUSE EACH OTHER LOAN PARTY TO PERMIT, ANY LENDER OR THE
ADMINISTRATIVE AGENT OR ANY REPRESENTATIVE THEREOF TO INSPECT THE PROPERTIES AND
OPERATIONS OF THE LOAN PARTIES; AND PERMIT, AND CAUSE EACH OTHER LOAN PARTY TO
PERMIT, AT ANY REASONABLE TIME AND WITH REASONABLE NOTICE (OR AT ANY TIME
WITHOUT NOTICE IF AN EVENT OF DEFAULT EXISTS), ANY LENDER OR THE ADMINISTRATIVE
AGENT OR ANY REPRESENTATIVE THEREOF TO VISIT ANY OR ALL OF ITS OFFICES, TO
DISCUSS ITS FINANCIAL MATTERS WITH ITS OFFICERS AND ITS INDEPENDENT AUDITORS
(AND THE COMPANY HEREBY AUTHORIZES SUCH
40
INDEPENDENT AUDITORS TO DISCUSS SUCH FINANCIAL MATTERS WITH ANY LENDER OR THE
ADMINISTRATIVE AGENT OR ANY REPRESENTATIVE THEREOF), AND TO EXAMINE (AND, AT THE
EXPENSE OF THE LOAN PARTIES, PHOTOCOPY EXTRACTS FROM) ANY OF ITS BOOKS OR OTHER
RECORDS; AND PERMIT, AND CAUSE EACH OTHER LOAN PARTY TO PERMIT, THE
ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES TO INSPECT THE FACILITIES OF THE
LOAN PARTIES, TO PERFORM APPRAISALS OF THE EQUIPMENT OF THE LOAN PARTIES, AND TO
INSPECT, AUDIT, CHECK AND MAKE COPIES OF AND EXTRACTS FROM THE BOOKS, RECORDS,
COMPUTER DATA, COMPUTER PROGRAMS, JOURNALS, ORDERS, RECEIPTS, CORRESPONDENCE AND
OTHER DATA RELATING TO THE ASSETS OF THE LOAN PARTIES.
ALL SUCH INSPECTIONS OR
AUDITS BY THE ADMINISTRATIVE AGENT SHALL BE AT THE COMPANY'S EXPENSE, PROVIDED
THAT SO LONG AS NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT EXISTS, THE
COMPANY SHALL NOT BE REQUIRED TO REIMBURSE THE ADMINISTRATIVE AGENT FOR
INSPECTIONS OR AUDITS MORE FREQUENTLY THAN ONCE EACH FISCAL YEAR.
10.3
MAINTENANCE OF PROPERTY; INSURANCE.
(A)
KEEP, AND CAUSE EACH
OTHER LOAN PARTY TO KEEP, ALL PROPERTY USEFUL AND NECESSARY IN THE BUSINESS OF
THE LOAN PARTIES IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED.
(B)
MAINTAIN, AND CAUSE EACH OTHER LOAN PARTY TO MAINTAIN, WITH
RESPONSIBLE INSURANCE COMPANIES, SUCH INSURANCE COVERAGE AS MAY BE REQUIRED BY
ANY LAW OR GOVERNMENTAL REGULATION OR COURT DECREE OR ORDER APPLICABLE TO IT AND
SUCH OTHER INSURANCE, TO SUCH EXTENT AND AGAINST SUCH HAZARDS AND LIABILITIES,
AS IS CUSTOMARILY MAINTAINED BY COMPANIES SIMILARLY SITUATED, BUT WHICH SHALL
INSURE AGAINST ALL RISKS AND