ANY ACTION OR PROCEEDING FOR THE TAKING OF ANY MATERIAL PORTION
OF THE COLLATERAL OR INTEREST THEREIN UNDER POWER OF EMINENT DOMAIN OR BY
CONDEMNATION OR SIMILAR PROCEEDING.
SECTION 5.06.
BOOKS AND RECORDS; INSPECTION RIGHTS.
THE BORROWER WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT
IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
THE BORROWER WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVES DESIGNATED BY
THE ADMINISTRATIVE AGENT OR ANY LENDER, UPON REASONABLE PRIOR NOTICE, TO VISIT
AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS AND
INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY
REQUESTED.
THE BORROWER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT, AFTER
EXERCISING ITS RIGHTS OF INSPECTION, MAY PREPARE AND DISTRIBUTE TO THE LENDERS
CERTAIN REPORTS PERTAINING TO THE BORROWER AND ITS SUBSIDIARIES' ASSETS FOR
INTERNAL USE BY THE ADMINISTRATIVE AGENT AND THE LENDERS.
SECTION 5.07.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY (INCLUDING WITHOUT
LIMITATION ENVIRONMENTAL LAWS), EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY
OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
SECTION 5.08.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS WILL BE USED ONLY TO
FINANCE THE WORKING CAPITAL NEEDS, AND FOR GENERAL CORPORATE PURPOSES, OF THE
BORROWER AND ITS SUBSIDIARIES.
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE
USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION
OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS T, U AND X.
SECTION 5.09.
SUBSIDIARY GUARANTORS; PLEDGES; ADDITIONAL COLLATERAL; FURTHER
ASSURANCES.
(A)
AS PROMPTLY AS POSSIBLE BUT IN ANY EVENT WITHIN THIRTY (30) DAYS (OR SUCH
LATER DATE AS MAY BE AGREED UPON BY THE ADMINISTRATIVE AGENT) AFTER ANY PERSON
BECOMES A SUBSIDIARY OR ANY SUBSIDIARY QUALIFIES INDEPENDENTLY AS, OR IS
DESIGNATED BY THE BORROWER OR THE ADMINISTRATIVE AGENT AS, A SUBSIDIARY
GUARANTOR PURSUANT TO THE DEFINITIONS OF "MATERIAL DOMESTIC SUBSIDIARY" AND
"SUBSIDIARY GUARANTOR", THE BORROWER SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH
WRITTEN NOTICE THEREOF AND SHALL CAUSE EACH SUCH SUBSIDIARY WHICH ALSO QUALIFIES
AS A SUBSIDIARY GUARANTOR TO DELIVER TO THE ADMINISTRATIVE AGENT A JOINDER TO
THE SUBSIDIARY GUARANTY AND THE SECURITY AGREEMENT (IN EACH CASE IN THE FORM
CONTEMPLATED THEREBY) PURSUANT TO WHICH SUCH SUBSIDIARY AGREES TO BE BOUND BY
THE TERMS AND PROVISIONS THEREOF, SUCH SUBSIDIARY GUARANTY AND THE SECURITY
AGREEMENT TO BE ACCOMPANIED BY APPROPRIATE CORPORATE RESOLUTIONS, OTHER
CORPORATE DOCUMENTATION AND, IF REASONABLY REQUESTED, LEGAL OPINIONS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
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(B)
THE BORROWER WILL CAUSE, AND WILL CAUSE EACH OTHER LOAN PARTY TO CAUSE, ALL
OF