BENEFITS UNDER ANY PLAN, OR THE
OCCURRENCE OF ANY OTHER EVENT OR CONDITION WITH RESPECT TO ANY PLAN WHICH COULD
SUBJECT THE BORROWER OR ANY SUBSIDIARY (DIRECTLY OR INDIRECTLY) TO ANY TAX,
PENALTY, LIEN OR LIABILITY UNDER TITLE I OR TITLE IV OF ERISA, SECTION 404 OR
419 AND CHAPTER 43 OF THE IRC, OR ANY OTHER APPLICABLE LAWS, AND IN EACH CASE,
SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER EVENTS OR CONDITIONS, IF ANY,
COULD SUBJECT ANY LOAN PARTY (DIRECTLY OR INDIRECTLY) TO ANY TAX, FINE, PENALTY,
LIEN OR OTHER LIABILITIES IN AMOUNTS WHICH IN THE AGGREGATE COULD RESULT IN A
MATERIAL ADVERSE CHANGE.
THE BORROWERS WILL DELIVER TO EACH OF THE LENDERS A
TRUE AND COMPLETE COPY OF EACH ANNUAL REPORT (FORM 5500) OF EACH PLAN (OTHER
THAN A MULTIEMPLOYER PLAN) REQUIRED TO BE FILED WITH THE INTERNAL REVENUE
SERVICE, PROMPTLY AFTER THE FILING THEREOF; AND
53
(G)
THE CONDEMNATION OR THREAT OF CONDEMNATION WITH RESPECT TO ANY
PROPERTY USED OR NECESSARY IN THE CONDUCT OF THE BUSINESS OF ANY LOAN PARTY.
SECTION 6.1.7
BOOKS AND RECORDS.
THE BORROWERS WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, KEEP BOOKS AND RECORDS REFLECTING ALL OF ITS BUSINESS AFFAIRS AND
TRANSACTIONS IN ACCORDANCE WITH GAAP AND PERMIT THE AGENT AND EACH LENDER OR ANY
OF THEIR RESPECTIVE REPRESENTATIVES, AT REASONABLE TIMES AND REASONABLE
INTERVALS (UPON ONE BUSINESS DAY'S NOTICE IF NO EVENT OF DEFAULT EXISTS AND
WITHOUT NOTICE IF AN EVENT OF DEFAULT EXISTS) TO VISIT ALL OF ITS OFFICES, TO
DISCUSS ITS FINANCIAL MATTERS WITH ITS OFFICERS AND INDEPENDENT PUBLIC
ACCOUNTANTS AND TO EXAMINE (AND, AT THE EXPENSE OF THE BORROWERS, PHOTOCOPY
EXTRACTS FROM) ANY OF ITS BOOKS OR OTHER CORPORATE RECORDS.
THE AGENT MAY
CONDUCT ALL SUCH FIELD AUDITS OF ALL INVENTORY AND ACCOUNTS OF EACH BORROWER AS
THE AGENT MAY REASONABLY REQUEST, ALL AT REASONABLE TIMES AND UPON ADVANCE
NOTICE TO BORROWERS' REPRESENTATIVE IF NO EVENT OF DEFAULT EXISTS AND WITHOUT
NOTICE IF AN EVENT OF DEFAULT EXISTS, ALL SUCH FIELD AUDITS TO BE CONDUCTED BY
INTERNAL AUDITORS OF THE AGENT OR OF OUTSIDE AUDITORS ENGAGED BY THE AGENT, AND
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND AT SUCH INTERVALS
AS AGENT SHALL DETERMINE.
ANY LENDER MAY ACCOMPANY THE AGENT ON ANY SUCH FIELD
AUDIT AT SUCH LENDER'S EXPENSE.
THE BORROWERS SHALL PAY ANY FEES AND EXPENSES
INCURRED BY AGENT AND LENDERS IN CONNECTION WITH THE EXERCISE OF THEIR RIGHTS
HEREUNDER; PROVIDED THAT WITH RESPECT TO FIELD AUDITS THE FOLLOWING SENTENCE
SHALL APPLY.
WITH RESPECT TO FIELD AUDITS CONDUCTED BY AGENT PURSUANT HERETO
BASED ON A ONE HUNDRED TWENTY (120) DAY AUDIT CYCLE (WHICH MAY BE INCREASED, IN
AGENT'S DISCRETION, WHENEVER AN EVENT OF DEFAULT EXISTS), BORROWERS SHALL
REIMBURSE AGENT ON DEMAND THE SUM OF $850.00 PER AUDITOR PER DAY PLUS
OUT-OF-POCKET EXPENSES.
SECTION 6.1.8
MAINTENANCE OF PROPERTIES, ETC.
THE BORROWERS WILL MAINTAIN
AND PRESERVE, AND CAUSE EACH OF THEIR SUBSIDIARIES TO MAINTAIN AND PRESERVE, ALL
OF THEIR MATERIAL PROPERTIES (REAL AND PERSONAL