NECESSARY AND PROPER REPAIRS,
RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS CARRIED ON IN CONNECTION
THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES, EXCEPT WHERE THE FAILURE TO DO
SO, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.9.
INSPECTION; KEEPING OF BOOKS AND RECORDS.
THE PARENT AND THE
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PERMIT UPON TWO (2) BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO THE BORROWER (EXCEPT WHEN A DEFAULT OR UNMATURED
DEFAULT HAS OCCURRED AND IS CONTINUING, IN WHICH CASE NO PRIOR NOTICE WILL BE
REQUIRED) THE AGENT AND THE LENDERS (AFTER NOTICE TO AND COORDINATION WITH, THE
AGENT), BY THEIR RESPECTIVE REPRESENTATIVES AND AGENTS, TO INSPECT ANY OF THE
PROPERTY,
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BOOKS AND FINANCIAL RECORDS OF THE PARENT, THE BORROWER AND EACH SUBSIDIARY, TO
EXAMINE AND MAKE COPIES OF THE BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF
THE PARENT, THE BORROWER AND EACH SUBSIDIARY, AND TO DISCUSS THE AFFAIRS,
FINANCES AND ACCOUNTS OF THE PARENT, THE BORROWER AND EACH SUBSIDIARY WITH, AND
TO BE ADVISED AS TO THE SAME BY, THEIR RESPECTIVE OFFICERS AT SUCH REASONABLE
TIMES AND INTERVALS AS THE AGENT OR ANY LENDER MAY DESIGNATE.
THE EXERCISE OF
THE RIGHTS UNDER THE PRECEDING SENTENCE (I) BY OR ON BEHALF OF ANY LENDER SHALL,
UNLESS OCCURRING AT A TIME WHEN A DEFAULT OR UNMATURED DEFAULT SHALL BE
CONTINUING, BE AT SUCH LENDER'S EXPENSE AND (II) BY OR ON BEHALF OF THE AGENT,
OTHER THAN THE FIRST SUCH INSPECTION OCCURRING DURING ANY CALENDAR YEAR OR ANY
INSPECTIONS OCCURRING AT A TIME WHEN A DEFAULT OR UNMATURED DEFAULT IS
CONTINUING, SHALL BE AT THE AGENT'S EXPENSE; ALL OTHER SUCH INSPECTIONS SHALL BE
AT THE BORROWER'S EXPENSE.
THE PARENT AND THE BORROWER SHALL KEEP AND MAINTAIN,
AND CAUSE EACH OF THE SUBSIDIARIES TO KEEP AND MAINTAIN, IN ALL MATERIAL
RESPECTS, COMPLETE, ACCURATE AND PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH
ENTRIES IN CONFORMITY WITH AGREEMENT ACCOUNTING PRINCIPLES SHALL BE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION TO THEIR RESPECTIVE BUSINESSES AND
ACTIVITIES.
IF A DEFAULT HAS OCCURRED AND IS CONTINUING, THE PARENT AND THE
BORROWER, UPON THE AGENT'S REQUEST, SHALL TURN OVER COPIES OF ANY SUCH RECORDS
TO THE AGENT OR ITS REPRESENTATIVES.
6.10.
DIVIDENDS.
THE PARENT AND THE BORROWER WILL NOT, NOR WILL THEY
PERMIT ANY SUBSIDIARY TO, DECLARE OR PAY ANY DIVIDEND OR MAKE ANY DISTRIBUTION
ON ITS CAPITAL STOCK (OTHER THAN DIVIDENDS PAYABLE IN ITS OWN CAPITAL STOCK) OR
REDEEM, REPURCHASE OR OTHERWISE ACQUIRE OR RETIRE ANY OF ITS CAPITAL STOCK AT
ANY TIME OUTSTANDING, EXCEPT THAT (I) ANY SUBSIDIARY OF THE BORROWER MAY DECLARE
AND PAY DIVIDENDS OR MAKE DISTRIBUTIONS TO THE BORROWER OR TO ANY OTHER
SUBSIDIARY OF THE BORROWER, (II) ANY SUBSIDIARY OF THE BORROWER WHICH IS NOT A
WHOLLY-OWNED SUBSIDIARY MAY PAY DIVIDENDS TO ITS SHAREHOLDERS GENERALLY SO LONG
AS THE BORROWER OR ITS RESPECTIVE SUBSIDIARY WHICH OWNS THE EQUITY INTEREST OR
INTERESTS IN THE SUBSIDIARY PAYING SUCH