SUBSIDIARY 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.
SECTION 5.10.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, COMPLY WITH ALL REQUIREMENTS OF LAW APPLICABLE TO IT, ITS
OPERATIONS 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.
66
SECTION 5.11.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE BORROWER WILL USE THE
PROCEEDS OF THE LOANS AND THE LETTERS OF CREDIT ONLY FOR THE PURPOSES SET FORTH
IN THE PREAMBLE TO THIS AGREEMENT.
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 5.12.
ADDITIONAL SUBSIDIARIES.
IF ANY ADDITIONAL SUBSIDIARY IS FORMED
OR ACQUIRED AFTER THE EFFECTIVE DATE, THE BORROWER WILL PROMPTLY AFTER SUCH
SUBSIDIARY IS FORMED OR ACQUIRED, NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND
CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT TO BE SATISFIED WITH RESPECT TO
SUCH SUBSIDIARY (IF IT IS A SUBSIDIARY LOAN PARTY) AND WITH RESPECT TO ANY
EQUITY INTEREST IN OR INDEBTEDNESS OF SUCH SUBSIDIARY OWNED BY OR ON BEHALF OF
ANY LOAN PARTY.
SECTION 5.13.
FURTHER ASSURANCES.
(A)
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY LOAN PARTY TO, EXECUTE ANY AND ALL FURTHER DOCUMENTS, FINANCING
STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS
(INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS, FIXTURE FILINGS,
MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS), THAT MAY BE REQUIRED UNDER ANY
APPLICABLE LAW, OR THAT THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY
REASONABLY REQUEST, TO CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT TO BE AND
REMAIN SATISFIED, ALL AT THE EXPENSE OF THE LOAN PARTIES.
THE BORROWER ALSO
AGREES TO PROVIDE TO THE ADMINISTRATIVE AGENT, FROM TIME TO TIME UPON REASONABLE
REQUEST, EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AS TO THE
PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE CREATED BY THE
SECURITY DOCUMENTS.
(B)
IF ANY MATERIAL ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO
OR ANY INTEREST THEREIN) ARE ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY LOAN
PARTY AFTER THE EFFECTIVE DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER
THE COLLATERAL AGREEMENT THAT BECOME SUBJECT TO THE LIEN CREATED BY THE
COLLATERAL AGREEMENT UPON ACQUISITION THEREOF), THE BORROWER WILL NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREOF, AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE BORROWER WILL CAUSE SUCH
ASSETS TO BE SUBJECTED TO A LIEN SECURING THE OBLIGATIONS AND WILL TAKE, AND
CAUSE THE SUBSIDIARY LOAN PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR