GENERALLY;
(I)
WITHIN 15 BUSINESS DAYS OF THE DATE THE
BORROWER KNOWS OR SHOULD HAVE KNOWN THAT ONE OR MORE OF THE EVENTS SPECIFIED IN
EVENT OF TERMINATION HAS OCCURRED WITH RESPECT TO A PLAN OR A MULTIEMPLOYER
PLAN, THE BORROWER SHALL SO ADVISE THE ADMINISTRATIVE AGENT, WHICH NOTICE SHALL
SPECIFY THE ACTIONS TO BE TAKEN BY SELLER OR AN ERISA AFFILIATE IN CONNECTION
WITH SUCH EVENT; AND
(J)
OTHER INFORMATION.
SUCH OTHER
INFORMATION CONCERNING ITS BUSINESS, PROPERTIES, OR FINANCIAL CONDITION AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
8.2
ACCESS TO INFORMATION.
(A)
THE BORROWER SHALL, AND SHALL CAUSE THE
OTHER LOAN PARTIES AND EACH OF SUCH ENTITY'S OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES, ACCOUNTANTS AND COUNSEL TO:
(I) AFFORD THE OFFICERS,
EMPLOYEES AND AUTHORIZED AGENTS, ACCOUNTANTS, COUNSEL, REPRESENTATIVES AND
AFFILIATES OF THE ADMINISTRATIVE AGENT REASONABLE ACCESS UPON REASONABLE ADVANCE
NOTICE, DURING REGULAR BUSINESS HOURS, TO THE OFFICES, PROPERTIES, OTHER
FACILITIES, BOOKS AND RECORDS OF THE LOAN PARTIES AND TO THOSE OFFICERS,
DIRECTORS, KEY EMPLOYEES, ACCOUNTANTS AND COUNSEL OF THE LOAN PARTIES WHO HAVE
KNOWLEDGE OF THE BUSINESS OR OPERATIONS OF THE LOAN PARTIES AND (II) TO FURNISH
TO THE OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS, ACCOUNTANTS, COUNSEL,
REPRESENTATIVES AND AFFILIATES OF THE ADMINISTRATIVE AGENT SUCH ADDITIONAL
EXISTING FINANCIAL AND OPERATING DATA AND OTHER INFORMATION REGARDING THE
ASSETS, PROPERTIES AND GOODWILL OF THE LOAN PARTIES (OR LEGIBLE COPIES THEREOF)
AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST; PROVIDED,
HOWEVER, THAT THE BORROWER MAY ELECT NOT TO AFFORD ACCESS TO ANY SUCH PERSONS OR
MATERIALS, OR FURNISH ANY SUCH MATERIALS, IF THE BORROWER BELIEVES UPON A
WRITTEN OPINION OF COUNSEL THAT SUCH ELECTION IS REASONABLY NECESSARY TO
PRESERVE ATTORNEY-CLIENT PRIVILEGE.
(B)
WITHIN TEN DAYS OF RECEIPT THEREOF, THE
BORROWER SHALL, AND SHALL CAUSE THE OTHER LOAN PARTIES TO, PROVIDE THE
ADMINISTRATIVE AGENT WITH COPIES OF ANY CORRESPONDENCE RECEIVED BY SUCH ENTITY
FROM ANY GOVERNMENTAL AUTHORITY RELATING TO ANY INQUIRY, CLAIM, SUIT, ACTION OR
PROCEEDING RESULTING FROM SUCH ENTITY'S ALLEGED VIOLATION OF ANY MATERIAL LAW,
ORDINANCE, REGULATION, ORDER, WRIT, PERMIT, LICENSE OR AUTHORIZATION PROMULGATED
BY SUCH GOVERNMENTAL AUTHORITY.
(C)
UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, THE LOAN PARTIES SHALL REQUEST THAT THEIR INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT ALL WORKING PAPERS
PRODUCED IN CONNECTION WITH SUCH ACCOUNTANT'S AUDIT OF THE RESPECTIVE ENTITY'S
FINANCIAL STATEMENTS FOR EACH FISCAL YEAR THROUGH THE MATURITY DATE.
THE
LENDERS SHALL PAY ALL FEES OR OTHER REASONABLE EXPENSES OF THE BORROWER'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS INCURRED IN CONNECTION WITH THE
OBLIGATIONS SET FORTH IN THE PRECEDING SENTENCE.
45
8.3
MAINTENANCE OF EXISTENCE AND RIGHTS.
(A)
IT WILL PRESERVE AND MAINTAIN ITS
EXISTENCE.
(B)
IT SHALL PRESERVE AND MAINTAIN ALL OF ITS
RIGHTS, PRIVILEGES, AND FRANCHISES NECESSARY IN THE NORMAL CONDUCT OF ITS
BUSINESS AND IN ACCORDANCE WITH ALL VALID REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY THE FAILURE OF WHICH WOULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
8.4
Compliance with Law.
The Borrower shall, and
shall cause the