A MATERIAL ADVERSE EFFECT; PROVIDED THAT THE FOREGOING SHALL
NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED
UNDER SECTION 6.03 AND (B) CARRY ON AND CONDUCT ITS BUSINESS IN SUBSTANTIALLY
THE SAME MANNER AND IN SUBSTANTIALLY THE SAME FIELDS OF ENTERPRISE AS IT IS
PRESENTLY CONDUCTED.
SECTION 5.04.
PAYMENT OF OBLIGATIONS.
EACH LOAN PARTY WILL, AND WILL CAUSE
EACH
SUBSIDIARY TO, PAY OR DISCHARGE ALL MATERIAL INDEBTEDNESS AND ALL OTHER
MATERIAL LIABILITIES AND OBLIGATIONS, INCLUDING TAXES, BEFORE THE SAME SHALL
BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT THEREOF
IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) SUCH LOAN PARTY
OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH
CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
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SECTION 5.05.
MAINTENANCE OF PROPERTIES.
EACH LOAN PARTY WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT OF
ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED.
SECTION 5.06.
BOOKS AND RECORDS; INSPECTION RIGHTS.
WITHOUT LIMITING SECTIONS
5.11 OR 5.12 HEREOF, EACH LOAN PARTY WILL, AND WILL CAUSE EACH SUBSIDIARY TO,
MAINTAIN ALL FINANCIAL RECORDS IN ACCORDANCE WITH GAAP AND PERMIT ANY
REPRESENTATIVES DESIGNATED BY ANY LENDER, UPON REASONABLE PRIOR NOTICE (EXCEPT
THAT NO PRIOR NOTICE SHALL BE REQUIRED IF AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING) TO VISIT AND INSPECT THE FINANCIAL RECORDS AND THE PROPERTIES OF
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY AT REASONABLE TIMES (DURING NORMAL
BUSINESS HOURS) AND AS OFTEN AS REQUESTED AND TO MAKE EXTRACTS FROM AND COPIES
OF SUCH FINANCIAL RECORDS, AND PERMIT ANY REPRESENTATIVES DESIGNATED BY ANY
LENDER TO DISCUSS THE AFFAIRS, FINANCES AND CONDITION OF HOLDINGS, THE BORROWER
OR ANY SUBSIDIARY WITH THE OFFICERS THEREOF AND INDEPENDENT ACCOUNTANTS
THEREFOR; PROVIDED THAT ANY SUCH VISITATION AND INSPECTION RIGHTS SHALL BE
EXERCISED IN A REASONABLE MANNER THAT DOES NOT DISRUPT THE BUSINESS ACTIVITIES
OF HOLDINGS, THE BORROWER AND ITS SUBSIDIARIES.
THE LOAN PARTIES ACKNOWLEDGE
THAT THE ADMINISTRATIVE AGENT, AFTER EXERCISING ITS RIGHTS OF INSPECTION, MAY
PREPARE AND DISTRIBUTE TO THE LENDERS CERTAIN REPORTS PERTAINING TO THE LOAN
PARTIES' ASSETS FOR INTERNAL USE BY THE ADMINISTRATIVE AGENT AND THE LENDERS.
SECTION 5.07.
COMPLIANCE WITH LAWS.
EACH LOAN PARTY WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY WITH ALL REQUIREMENTS OF LAW APPLICABLE TO IT OR ITS
PROPERTY, 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 FOR
GENERAL CORPORATE PURPOSES OF THE BORROWER AND ITS SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS.
NO PART OF THE PROCEEDS OF ANY LOAN AND NO LETTER OF CREDIT
WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A
VIOLATION OF ANY OF THE REGULATIONS