REPRESENTATIVES THEREOF, TO EXAMINE AND
MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF ACCOUNT OF, AND VISIT
THE PROPERTIES OF, THE BORROWER, AND TO DISCUSS THE AFFAIRS, FINANCES AND
ACCOUNTS OF THE BORROWER WITH ANY OF ITS OFFICERS OR DIRECTORS AND, IN THE
COMPANY OF A RESPONSIBLE OFFICER OR HIS DESIGNEE, WITH THEIR INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS; PROVIDED, HOWEVER, THAT WHEN A DEFAULT EXISTS, THE
AGENT OR ANY LENDER (OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR INDEPENDENT
CONTRACTORS), MAY DO ANY OF THE FOREGOING AT THE EXPENSE OF THE BORROWER AT ANY
TIME DURING NORMAL BUSINESS HOURS AND WITHOUT ADVANCE NOTICE.
(F)
KEEPING OF BOOKS.
KEEP, AND CAUSE EACH OF ITS SUBSIDIARIES TO KEEP, PROPER
BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL AND CORRECT (IN ALL MATERIAL
RESPECTS) ENTRIES SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND
BUSINESS OF THE BORROWER AND EACH SUCH SUBSIDIARY IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT FROM TIME TO TIME.
27
(G)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN AND PRESERVE, AND CAUSE EACH OF
ITS SUBSIDIARIES TO MAINTAIN AND PRESERVE, ALL OF ITS MATERIAL PROPERTIES THAT
ARE USEFUL OR NECESSARY IN THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
(H)
TRANSACTIONS WITH AFFILIATES.
CONDUCT, AND CAUSE EACH OF ITS SUBSIDIARIES
TO CONDUCT, ALL TRANSACTIONS OTHERWISE PERMITTED UNDER THIS AGREEMENT WITH ANY
OF THEIR AFFILIATES ON TERMS THAT ARE FAIR AND REASONABLE AND NO LESS FAVORABLE
TO THE BORROWER OR SUCH SUBSIDIARY THAN IT WOULD OBTAIN IN A COMPARABLE
ARM'S-LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE; PROVIDED, HOWEVER, THAT
THIS SECTION 5.01(H) SHALL NOT APPLY TO TRANSACTIONS BETWEEN OR AMONG THE
BORROWER AND ITS SUBSIDIARIES.
(I)
REPORTING REQUIREMENTS.
FURNISH TO THE LENDERS:
(I)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 50 DAYS AFTER THE END OF EACH OF THE FIRST THREE QUARTERS OF EACH FISCAL
YEAR OF THE BORROWER, THE CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
SUBSIDIARIES AS OF THE END OF SUCH QUARTER AND CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE PERIOD COMMENCING AT
THE END OF THE PREVIOUS FISCAL YEAR AND ENDING WITH THE END OF SUCH QUARTER,
DULY CERTIFIED (SUBJECT TO YEAR-END AUDIT ADJUSTMENTS) BY A RESPONSIBLE OFFICER
AS HAVING BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, TOGETHER WITH A CERTIFICATE OF A RESPONSIBLE OFFICER AS TO
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND SETTING FORTH, IN A FORM
REASONABLY SATISFACTORY TO THE AGENT, THE CALCULATIONS NECESSARY TO DEMONSTRATE
COMPLIANCE WITH SECTION 5.03 (A "COMPLIANCE CERTIFICATE"), PROVIDED THAT IN THE
EVENT OF ANY CHANGE IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES USED IN THE
PREPARATION OF SUCH FINANCIAL STATEMENTS, THE BORROWER SHALL ALSO PROVIDE, IF
NECESSARY FOR THE DETERMINATION OF COMPLIANCE WITH SECTION 5.03, A STATEMENT OF
RECONCILIATION CONFORMING SUCH FINANCIAL STATEMENTS TO GAAP;
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 95 DAYS AFTER THE END OF EACH