EACH LOAN
PARTY SHALL PERMIT ANY AUTHORIZED REPRESENTATIVE(S) DESIGNATED BY THE
ADMINISTRATIVE AGENT TO VISIT AND INSPECT ANY OF THE ASSETS OF SUCH LOAN PARTY,
TO EXAMINE, AUDIT, CHECK AND MAKE COPIES OF ITS FINANCIAL AND ACCOUNTING
RECORDS, BOOKS, JOURNALS, ORDERS, RECEIPTS AND ANY CORRESPONDENCE AND OTHER DATA
RELATING TO ITS BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ENVIRONMENTAL
COMPLIANCE, HAZARD OR LIABILITY), TO DISCUSS SUCH PERSON'S AFFAIRS, FINANCES AND
ACCOUNTS WITH ITS OFFICERS AND, IN THE PRESENCE OF AN OFFICER OF SUCH LOAN
PARTY, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL UPON REASONABLE NOTICE AND
AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS, ONCE EACH FISCAL YEAR;
PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT EACH LOAN PARTY SHALL PERMIT ANY AUTHORIZED REPRESENTATIVE(S)
DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO DO ALL OF THE FOREGOING
WITHOUT NOTICE, AT ANY TIME AND AS OFTEN AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REQUEST.
EACH SUCH VISITATION AND INSPECTION (I) BY OR
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on behalf of any Lender shall be at such Lender's expense and (ii) by or on
behalf of the Administrative Agent shall be at the Borrower's expense.
Each
Loan Party shall keep and maintain in all material respects proper books of
record and account in which entries in conformity with GAAP subject to normal
year-end audit adjustments and the absence of complete footnote disclosure shall
be made of all dealings and transactions in relation to its businesses and
activities.
8.07
ERISA COMPLIANCE.
THE BORROWER SHALL, AND SHALL CAUSE TO THE BEST
OF ITS ABILITY, EACH ERISA AFFILIATE TO, ESTABLISH, MAINTAIN AND OPERATE ALL
PLANS TO COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF ERISA, THE CODE,
ALL OTHER APPLICABLE LAWS, AND THE REGULATIONS AND INTERPRETATIONS THEREUNDER
AND THE RESPECTIVE REQUIREMENTS OF THE GOVERNING DOCUMENTS FOR SUCH PLANS EXCEPT
WHERE THE FAILURE TO DO SO WILL NOT HAVE OR IS NOT REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
8.08
MAINTENANCE OF PROPERTY.
EACH LOAN PARTY SHALL MAINTAIN IN ALL
MATERIAL RESPECTS ITS OWNED AND LEASED PROPERTY IN GOOD CONDITION AND REPAIR
(ORDINARY WEAR AND TEAR EXCEPTED) AND IN ACCORDANCE WITH ANY APPLICABLE
MANUFACTURERS' SPECIFICATIONS AND RECOMMENDATIONS, AND NOT PERMIT, COMMIT OR
SUFFER ANY WASTE (EXCEPT IN THE ORDINARY COURSE OF BUSINESS) OR ABANDONMENT OF
ANY SUCH PROPERTY AND FROM TIME TO TIME SHALL MAKE OR CAUSE TO BE MADE ALL
REPAIRS, RENEWAL AND REPLACEMENTS THEREOF, EXCEPT WHERE THE FAILURE TO MAKE SUCH
REPAIRS, RENEWALS AND REPLACEMENTS WOULD NOT HAVE OR IS NOT REASONABLY LIKELY TO
HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT; PROVIDED,
HOWEVER, THAT SUCH PROPERTY MAY BE ALTERED, RENOVATED OR DISCARDED IN THE
ORDINARY COURSE OF BUSINESS.
8.09
MAINTENANCE OF LICENSES, PERMITS, ETC.
EACH LOAN PARTY SHALL
MAINTAIN IN FULL FORCE AND EFFECT ALL LICENSES, PERMITS, GOVERNMENTAL APPROVALS,
FRANCHISES, AUTHORIZATIONS OR OTHER RIGHTS NECESSARY FOR THE OPERATION OF ITS
BUSINESS, EXCEPT WHERE THE FAILURE TO OBTAIN