SUBSIDIARY BORROWERS AND
SIGNIFICANT SUBSIDIARIES TO PERMIT, REPRESENTATIVES DESIGNATED BY THE AGENT, AT
THE EXPENSE OF THE AGENT, UPON REASONABLE PRIOR NOTICE (GIVEN TO A SENIOR
FINANCIAL OFFICER OF THE COMPANY), TO VISIT AND INSPECT ITS PROPERTIES, AND TO
DISCUSS ITS FINANCIAL AFFAIRS WITH ITS SENIOR OFFICERS, AND THE COMPANY WILL
FURNISH TO THE AGENT FROM THE BOOKS OF THE COMPANY AND ITS SUBSIDIARIES SUCH
FINANCIAL INFORMATION AS THE AGENT SHALL REASONABLY REQUEST UPON SUCH REASONABLE
CONDITIONS RELATING TO CONFIDENTIALITY OF THE MATERIAL AND INFORMATION SO
SUPPLIED AS THE COMPANY MAY IMPOSE FOR COMPLIANCE WITH SECTION 9.13, ALL AT SUCH
REASONABLE TIMES DURING REGULAR BUSINESS HOURS; PROVIDED THAT, ALL SUCH
INSPECTIONS, DISCUSSIONS AND INFORMATION REQUESTS SHALL RELATE TO COMPLIANCE BY
THE BORROWERS WITH THE TERMS OF THE CREDIT AGREEMENT; PROVIDED FURTHER THAT, SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUCH INSPECTIONS
SHALL BE LIMITED TO NOT MORE THAN ONCE PER YEAR; AND PROVIDED FURTHER THAT
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO DISCLOSE
ANY INFORMATION SUBJECT TO ITS ATTORNEY CLIENT PRIVILEGE. THE AGENT MAY PROVIDE
TO ANY BANK SUCH INFORMATION OBTAINED BY THE AGENT AS A RESULT OF SUCH
INSPECTION AS MAY REASONABLY BE REQUESTED BY SUCH BANK SUBJECT TO SECTION 9.13.
SECTION 5.02. NEGATIVE COVENANTS. SO LONG AS ANY NOTE SHALL REMAIN UNPAID, ANY
LETTER OF CREDIT SHALL REMAIN OUTSTANDING OR ANY BANK SHALL HAVE ANY COMMITMENT
HEREUNDER, THE COMPANY WILL NOT, WITHOUT THE WRITTEN CONSENT OF THE MAJORITY
BANKS:
(A)
LIENS, ETC. CREATE OR SUFFER TO EXIST, OR PERMIT ANY OF ITS CONSOLIDATED
SUBSIDIARIES TO CREATE OR SUFFER TO EXIST, ANY LIEN, SECURITY INTEREST OR OTHER
CHARGE OR ENCUMBRANCE ("LIEN") UPON OR WITH RESPECT TO ANY OF ITS PROPERTIES
(OTHER THAN MARGIN STOCK), WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR ASSIGN,
OR PERMIT ANY OF ITS CONSOLIDATED SUBSIDIARIES TO ASSIGN, ANY RIGHT TO RECEIVE
INCOME, IN EACH CASE TO SECURE ANY DEBT OF ANY PERSON OR ENTITY, OTHER THAN
(I) LIENS SECURING DEBT WHICH IN THE AGGREGATE DOES NOT EXCEED $100,000,000,
(II) LIENS GRANTED BY ANY CONSOLIDATED SUBSIDIARY AS SECURITY FOR ANY DEBT OWING
TO THE COMPANY OR TO A WHOLLY-OWNED CONSOLIDATED SUBSIDIARY OR (III) LIENS IN
FAVOR OF THE AGENT, THE EURO-AGENT, ANY ISSUING BANK OR ANY BANK WITH RESPECT TO
THE LOAN DOCUMENTS.
(B)
CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. CONSOLIDATE WITH OR MERGE WITH
OR INTO ANY OTHER PERSON OR SELL, LEASE OR OTHERWISE TRANSFER ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A
WHOLE (OTHER THAN MARGIN STOCK) TO ANY OTHER PERSON OR PERMIT ANY SIGNIFICANT
SUBSIDIARY OR BORROWING SUBSIDIARY TO CONSOLIDATE WITH, MERGE INTO OR SELL,
LEASE OR OTHERWISE TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY PERSON
OTHER THAN THE COMPANY OR A WHOLLY-OWNED CONSOLIDATED SUBSIDIARY EXCEPT:
(I)
THE COMPANY MAY MERGE OR CONSOLIDATE WITH ANY OTHER ENTITY SO LONG AS THE
COMPANY IS THE SURVIVING ENTITY IN SUCH TRANSACTION AND IMMEDIATELY AFTER