BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH OF THE GROUP COMPANIES WILL DO, AND CAUSE EACH OF ITS ERISA
AFFILIATES TO DO, EACH OF THE FOLLOWING:
(I) MAINTAIN EACH PLAN IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND
OTHER FEDERAL OR STATE LAW; (II) CAUSE EACH PLAN WHICH IS QUALIFIED UNDER
SECTION 401(A) OF THE CODE TO MAINTAIN SUCH QUALIFICATIONS; (III) MAKE ALL
REQUIRED CONTRIBUTIONS TO ANY PLAN SUBJECT TO SECTION 412 OF THE CODE; (IV)
ENSURE THAT THERE ARE NO UNFUNDED LIABILITIES WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT; (V) ENSURE THAT ALL LIABILITIES UNDER THE EMPLOYEE BENEFIT
ARRANGEMENTS ARE EITHER: (A) FUNDED TO AT LEAST THE MINIMUM LEVEL REQUIRED BY
LAW OR, IF HIGHER, TO THE LEVEL REQUIRED BY THE TERMS GOVERNING THE EMPLOYEE
BENEFIT ARRANGEMENTS; (B) INSURED WITH A REPUTABLE INSURANCE COMPANY; OR (C)
PROVIDED FOR OR RECOGNIZED IN THE FINANCIAL STATEMENTS MOST RECENTLY DELIVERED
TO THE ADMINISTRATIVE AGENT UNDER SECTION 6.01(A) OR (B); AND (VI) ENSURE THAT
THE CONTRIBUTIONS OR PREMIUM PAYMENTS TO OR IN RESPECT OF ALL EMPLOYEE BENEFIT
ARRANGEMENTS ARE AND CONTINUE TO BE PROMPTLY PAID AT NO LESS THAN THE RATES
REQUIRED UNDER THE RULES OF SUCH ARRANGEMENTS AND IN ACCORDANCE WITH THE MOST
RECENT ACTUARIAL ADVICE RECEIVED IN RELATION TO THE EMPLOYEE BENEFIT ARRANGEMENT
AND GENERALLY IN ACCORDANCE WITH APPLICABLE LAW.
SECTION 6.09
BOOKS AND RECORDS; LENDER MEETING.
EACH OF THE GROUP COMPANIES
WILL KEEP COMPLETE AND ACCURATE BOOKS AND RECORDS OF ITS TRANSACTIONS IN
ACCORDANCE WITH GOOD ACCOUNTING
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PRACTICES ON THE BASIS OF GAAP (INCLUDING THE ESTABLISHMENT AND MAINTENANCE OF
APPROPRIATE RESERVES) AND WILL MAINTAIN SUCH BOOKS AND RECORDS AND ACCOUNTS IN
MATERIAL CONFORMITY WITH ALL APPLICABLE REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY HAVING REGULATORY JURISDICTION OVER ANY GROUP COMPANY.
UNLESS THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY THAT NO MEETING IS REQUIRED,
WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE COMPANY, THE COMPANY
WILL CONDUCT A MEETING OF THE LENDERS TO DISCUSS SUCH FISCAL YEAR'S RESULTS AND
THE FINANCIAL CONDITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES.
THE
CHIEF FINANCIAL OFFICER OF THE COMPANY AND SUCH OTHER OFFICERS OF THE COMPANY AS
THE COMPANY'S CHIEF FINANCIAL OFFICER SHALL DESIGNATE SHALL BE PRESENT AT EACH
SUCH MEETING.
SUCH MEETINGS SHALL BE HELD AT TIMES AND PLACES CONVENIENT TO THE
LENDERS AND TO THE COMPANY.
SECTION 6.10
INSPECTION RIGHTS.
UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS BUT NOT ON MORE THAN TWO OCCASIONS IN THE AGGREGATE IN ANY YEAR
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EACH
OF THE GROUP COMPANIES WILL PERMIT REPRESENTATIVES APPOINTED BY THE AGENTS OR
THE REQUIRED LENDERS, INCLUDING INDEPENDENT ACCOUNTANTS, AGENTS, EMPLOYEES,
ATTORNEYS AND APPRAISERS, TO VISIT AND INSPECT ITS PROPERTY, INCLUDING ITS BOOKS
AND RECORDS, ITS ACCOUNTS RECEIVABLE AND INVENTORY, ITS FACILITIES AND ITS OTHER
BUSINESS ASSETS, AND TO MAKE PHOTOCOPIES OR PHOTOGRAPHS THEREOF AND TO WRITE