AGAINST
THE CREDIT PARTIES AND THEIR AGENTS AND EMPLOYEES.
THE DESIGNATION OF ANY FORM,
TYPE OR AMOUNT OF INSURANCE COVERAGE BY THE ANY CREDIT PARTY UNDER THIS
SECTION 6.07 SHALL IN NO EVENT BE DEEMED A REPRESENTATION, WARRANTY OR ADVICE BY
SUCH CREDIT PARTY THAT SUCH INSURANCE IS ADEQUATE FOR THE PURPOSES OF THE
BUSINESS OF THE LOAN PARTIES OR THE PROTECTION OF THEIR PROPERTIES.
(C)
MAINTAIN FOR THEMSELVES AND THEIR SUBSIDIARIES, A DIRECTORS AND
OFFICERS INSURANCE POLICY, AND A "BLANKET CRIME" POLICY INCLUDING EMPLOYEE
DISHONESTY, FORGERY OR ALTERATION, THEFT, DISAPPEARANCE AND DESTRUCTION, ROBBERY
AND SAFE BURGLARY, PROPERTY, AND COMPUTER FRAUD COVERAGE WITH RESPONSIBLE
COMPANIES IN SUCH AMOUNTS AS ARE CUSTOMARILY CARRIED BY BUSINESS ENTITIES
ENGAGED IN SIMILAR BUSINESSES SIMILARLY SITUATED, AND WILL, UPON REQUEST BY THE
ADMINISTRATIVE AGENT, FURNISH THE ADMINISTRATIVE AGENT CERTIFICATES EVIDENCING
RENEWAL OF EACH SUCH POLICY.
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) (i) 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 and (ii) such contest effectively
suspends enforcement of the contested Laws, or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.
6.09
Books and Records; Accountants.
(A)
MAINTAIN PROPER BOOKS OF RECORD AND ACCOUNT SUFFICIENT TO ALLOW
THE PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED.
(B)
AT ALL TIMES, RETAIN A REGISTERED PUBLIC ACCOUNTING FIRM WHICH IS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND INSTRUCT SUCH REGISTERED
PUBLIC ACCOUNTING FIRM 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 REGISTERED PUBLIC
ACCOUNTING FIRM, AS MAY BE RAISED BY THE ADMINISTRATIVE AGENT; PROVIDED THAT THE
LEAD BORROWER SHALL HAVE THE OPPORTUNITY TO PARTICIPATE IN ANY DISCUSSIONS WITH
THE LOAN PARTIES' ACCOUNTANTS.
107
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 OPERATING RECORDS, AND MAKE COPIES THEREOF OR ABSTRACTS
THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ITS DIRECTORS,
OFFICERS, AND REGISTERED PUBLIC ACCOUNTING FIRM (PROVIDED THAT THE LEAD BORROWER
SHALL HAVE THE OPPORTUNITY TO PARTICIPATE IN ANY SUCH DISCUSSIONS) AT THE
EXPENSE OF THE LOAN PARTIES AND AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS
HOURS, BUT NO MORE THAN TWO (2) TIMES IN ANY CALENDAR YEAR, UPON REASONABLE
ADVANCE NOTICE TO THE LEAD BORROWER; PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT (OR
ANY OF ITS REPRESENTATIVES OR INDEPENDENT