AND EACH SIGNIFICANT SUBSIDIARY, MAINTAIN ALL FINANCIAL
RECORDS IN A MANNER SUFFICIENT TO BE ABLE TO PREPARE FINANCIAL STATEMENTS IN
ACCORDANCE WITH GAAP AND PERMIT ANY REPRESENTATIVES DESIGNATED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, UPON REASONABLE PRIOR NOTICE, TO VISIT AND
INSPECT THE FINANCIAL RECORDS AND THE PROPERTIES OF THE COMPANY OR ANY
SIGNIFICANT SUBSIDIARY AT REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED
AND TO MAKE EXTRACTS FROM AND COPIES OF SUCH FINANCIAL RECORDS, AND PERMIT ANY
REPRESENTATIVES DESIGNATED BY ANY ADMINISTRATIVE AGENT OR ANY LENDER TO DISCUSS
THE AFFAIRS, FINANCES AND CONDITION OF THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY
WITH THE OFFICERS THEREOF AND INDEPENDENT ACCOUNTANTS THEREFOR; PROVIDED THAT
(I) THE COMPANY OR SUCH SIGNIFICANT SUBSIDIARY MAY REQUIRE THAT A REPRESENTATIVE
APPOINTED BY IT BE PRESENT AT SUCH INSPECTIONS OR DISCUSSIONS, (II) THE
OBLIGATIONS OF THE COMPANY AND ITS SIGNIFICANT SUBSIDIARIES UNDER THIS SECTION
ARE SUBJECT TO, AND THE ADMINISTRATIVE AGENT AND ANY SUCH LENDER SHALL COMPLY
WITH, ALL APPLICABLE CONFIDENTIALITY RESTRICTIONS AND (III) UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, THE COMPANY AND ITS SIGNIFICANT
SUBSIDIARIES, TAKEN AS A WHOLE, SHALL ONLY BE REQUIRED TO REIMBURSE THE
ADMINISTRATIVE AGENT AND EACH LENDER IN THE AGGREGATE FOR THE EXPENSES INCURRED
BY THE ADMINISTRATIVE AGENT AND EACH LENDER FOR ONE SUCH VISIT AND INSPECTION BY
THE ADMINISTRATIVE AGENT AND EACH LENDER IN ANY CALENDAR YEAR.
64
SECTION 5.07.
USE OF PROCEEDS AND LETTERS OF CREDIT.
USE THE PROCEEDS OF
THE LOANS AND REQUEST THE ISSUANCE OF LETTERS OF CREDIT ONLY FOR THE GENERAL
CORPORATE PURPOSES OF THE COMPANY AND ITS SUBSIDIARIES.
THE COMPANY AND ITS
SUBSIDIARIES ARE NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE
OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION U).
NO
PART OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY,
(A) FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE
BOARD, INCLUDING REGULATION T, REGULATION U AND REGULATION X, OR (B) IN ANY
HOSTILE ACQUISITION OF ANOTHER PERSON.
SECTION 5.08.
COMPLIANCE WITH LAWS.
COMPLY WITH ALL APPLICABLE LAWS,
STATUTES, RULES AND REGULATIONS AND OBTAIN, MAINTAIN AND COMPLY WITH, IN EACH
CASE IN ALL MATERIAL RESPECTS, ANY AND ALL LICENSES, APPROVALS, NOTIFICATIONS,
REGISTRATIONS OR PERMITS REQUIRED BY APPLICABLE LAWS, STATUTES, RULES AND
REGULATIONS EXCEPT TO THE EXTENT THAT, IN ANY SUCH CASE, FAILURE TO DO SO COULD
NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ARTICLE 6
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated (other than those backed by a
standby letter of credit or cash collateralized, in each case in amounts and on
terms satisfactory to the Issuing Bank and the Administrative Agent ) and all LC
Disbursements shall have been reimbursed, the Company covenants and agrees with
the Lenders that it