of such Credit
Party's business or the business of such Subsidiary and such discontinuance is
not disadvantageous in any material respect to the Lenders.
10.04.
Payment of Obligations.
Each Credit Party will, and
will cause each of its Subsidiaries to, pay or discharge when due all material
Indebtedness and all other material liabilities and obligations, including
Taxes, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) such Credit Party or such Subsidiary
has set aside on its books adequate reserves with respect thereto to the extent
required in accordance with GAAP and (c) the failure to make payment pending
such contest could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.
10.05.
Maintenance of Properties and Intellectual Property
Rights.
Except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect, each Credit Party will, and will cause each of
its Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain in effect at all times all material intellectual
property rights and licenses, which are necessary for it to own its property or
conduct its business.
10.06.
BOOKS AND RECORDS; INSPECTION RIGHTS; ANNUAL LENDER
MEETINGS
(A)
EACH CREDIT PARTY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES
TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH ENTRIES WHICH ARE FULL,
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ARE MADE OF ALL MATERIAL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
EACH CREDIT PARTY
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENT (INCLUDING EMPLOYEES OF THE
ADMINISTRATIVE AGENT, OR ANY CONSULTANTS, ACCOUNTANTS, LAWYERS AND APPRAISERS
RETAINED BY THE ADMINISTRATIVE AGENT), UPON REASONABLE PRIOR NOTICE, TO VISIT
AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS
AND INDEPENDENT ACCOUNTANTS (PROVIDED A REPRESENTATIVE FROM THE BORROWER SHALL
HAVE THE RIGHT TO BE PRESENT), ALL AT SUCH REASONABLE TIMES DURING NORMAL
BUSINESS HOURS AND AS OFTEN AS REASONABLY REQUESTED; PROVIDED, THAT FOLLOWING
THE EFFECTIVE DATE AND SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE BORROWER SHALL ONLY BE REQUIRED TO REIMBURSE THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH SECTION 14.01 FOR THE COST OF TWO SUCH INSPECTIONS IN
ANY FISCAL YEAR.
THE CREDIT PARTIES ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT,
AFTER EXERCISING ITS RIGHTS OF INSPECTION, MAY PREPARE AND DISTRIBUTE TO THE
LENDERS REPORTS REGARDING SAME FOR INTERNAL USE BY THE ADMINISTRATIVE AGENT AND
THE LENDERS.
(B)
AT THE REQUEST OF THE ADMINISTRATIVE AGENT,
THE BORROWER WILL WITHIN 30 DAYS AFTER THE DATE OF THE DELIVERY (OR, IF LATER,
REQUIRED DELIVERY) OF THE ANNUAL FINANCIAL INFORMATION PURSUANT TO SECTIONS
10.01(A) (OR SUCH LATER DATE AGREED TO BY THE ADMINISTRATIVE AGENT), HOLD A
MEETING (WITH TELEPHONIC