TO, KEEP TRUE RECORDS AND BOOKS OF ACCOUNT IN WHICH FULL, TRUE
AND CORRECT ENTRIES WILL BE MADE OF ALL DEALINGS OR TRANSACTIONS IN RELATION TO
ITS BUSINESSES AND AFFAIRS, IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED.
SECTION 5.07.
INSPECTION.
EACH LENDER OR ITS DESIGNEE SHALL HAVE THE
RIGHT, AT ITS EXPENSE, ON REASONABLE NOTICE (GIVEN TO A SENIOR FINANCIAL OFFICER
OF THE BORROWER) AND AT REASONABLE TIMES TO VISIT AND INSPECT THE PROPERTIES OF
THE BORROWER AND ITS SUBSIDIARIES AND TO DISCUSS THE FINANCIAL AFFAIRS OF THE
BORROWER AND ITS SUBSIDIARIES WITH THE BORROWER'S SENIOR OFFICERS AND WILL BE
FURNISHED FROM THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES SUCH FINANCIAL
INFORMATION AS IT MAY REASONABLY REQUEST AND UPON SUCH REASONABLE CONDITIONS
RELATING TO CONFIDENTIALITY OF THE MATERIAL AND INFORMATION SO SUPPLIED AS THE
BORROWER MIGHT IMPOSE.
EACH LENDER SHALL RESPECT THE CONFIDENTIAL NATURE OF THE
MATERIAL AND INFORMATION SO SUPPLIED AND SHALL TAKE REASONABLE MEASURES TO
PRESERVE SUCH CONFIDENTIALITY.
IT IS UNDERSTOOD THAT A LENDER MAY BE REQUIRED
TO DISCLOSE SUCH CONFIDENTIAL MATERIAL AND INFORMATION OR PORTIONS THEREOF (1)
AT THE REQUEST OF A BANK REGULATORY AGENCY OR IN CONNECTION WITH AN EXAMINATION
OF THE LENDER BY BANK EXAMINERS, (2) PURSUANT TO SUBPOENA OR OTHER COURT
PROCESS, (3) AT THE EXPRESS DIRECTION OF ANY OTHER AUTHORIZED GOVERNMENT AGENCY,
(4) TO ITS INDEPENDENT AUDITORS OR (5) OTHERWISE AS REQUIRED BY LAW.
SECTION 5.08.
COVERAGE OF CONSOLIDATED FIXED CHARGES.
THE FIXED CHARGE
COVERAGE RATIO WILL NOT AT THE END OF ANY FISCAL QUARTER BE LESS THAN 2.75 TO 1.
SECTION 5.09.
LEVERAGE RATIO.
THE LEVERAGE RATIO WILL AT NO TIME
EXCEED 60%.
SECTION 5.10.
RESTRICTIONS ON LIENS.
THE BORROWER WILL NOT, NOR WILL
IT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN
UPON ANY OF ITS PROPERTY OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT:
(A)
LIENS EXISTING ON THE DATE HEREOF SECURING DEBT OUTSTANDING ON THE
DATE HEREOF;
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(B)
LIENS INCIDENTAL TO THE CONDUCT OF ITS BUSINESS OR THE OWNERSHIP
OF ITS PROPERTIES AND ASSETS WHICH WERE NOT INCURRED IN CONNECTION WITH THE
BORROWING OF MONEY OR THE OBTAINING OF ADVANCES OR CREDIT OR THE INCURRENCE OF
DERIVATIVES OBLIGATIONS AND WHICH DO NOT MATERIALLY DETRACT FROM THE VALUE OF
ITS PROPERTY OR ASSETS OR MATERIALLY IMPAIR THE USE THEREOF IN THE OPERATION OF
ITS BUSINESS;
(C)
ANY LIEN ON ANY ASSET SECURING DEBT INCURRED OR ASSUMED FOR THE
PURPOSE OF FINANCING ALL OR ANY PART OF THE COST OF ACQUIRING OR CONSTRUCTING
SUCH ASSET; PROVIDED THAT SUCH LIEN ATTACHES TO SUCH ASSET CONCURRENTLY WITH OR
WITHIN 180 DAYS AFTER THE ACQUISITION OR COMPLETION OF CONSTRUCTION THEREOF;
(D)
LIENS INCURRED IN CONNECTION WITH GUARANTEES OF BONDS, NOTES OR
OTHER SIMILAR OBLIGATIONS OF A STATE, CITY, TOWN OR OTHER GOVERNMENTAL AGENCY OR
ENTITY WHICH OBLIGATIONS ARE ISSUED IN ORDER TO FINANCE PROPERTY USED OR TO BE
USED BY THE BORROWER OR ANY SUBSIDIARY, AND LIENS INCURRED IN CONNECTION WITH
THE