THE SECURITY INTEREST
OF AGENT IN THE COLLATERAL OF SUCH SUBSIDIARY AND IN WHICH AGENT REQUESTS THAT
SUCH FILING BE MADE.
(III) ADDITIONALLY, BORROWER AND SUCH SUBSIDIARY SHALL
EXECUTE AND DELIVER TO AGENT SUCH OTHER ITEMS AS REASONABLY MAY BE REQUESTED BY
AGENT IN CONNECTION WITH THE FOREGOING, INCLUDING RESOLUTIONS, INCUMBENCY AND
OFFICERS' CERTIFICATES, OPINIONS OF COUNSEL, SEARCH REPORTS AND OTHER
CERTIFICATES AND DOCUMENTS.
26
(O)
LEASE OBLIGATIONS.
HOLDINGS AND BORROWER SHALL NOT, AND SHALL NOT
SUFFER OR PERMIT ANY OF THEIR RESPECTIVE SUBSIDIARIES TO, CREATE OR SUFFER TO
EXIST ANY OBLIGATIONS FOR THE PAYMENT OF RENT FOR ANY PROPERTY UNDER LEASE OR
AGREEMENT TO LEASE (OTHER THAN CAPITAL LEASES) WHICH WOULD CAUSE THE DIRECT OR
CONTINGENT LIABILITIES OF HOLDINGS, BORROWER AND THEIR RESPECTIVE SUBSIDIARIES,
ON A CONSOLIDATED BASIS, IN RESPECT OF ALL SUCH OBLIGATIONS TOGETHER TO EXCEED
THE GREATER OF (I) $25,000,000 IN ANY FISCAL YEAR OR (II) 25% OF REVENUE IN ANY
FISCAL YEAR.
(P)
OWNERSHIP OF SUBSIDIARIES.
HOLDINGS AND BORROWER SHALL CAUSE EACH
OF THEIR SUBSIDIARIES TO REMAIN AND BE A DIRECT OR INDIRECT WHOLLY-OWNED
SUBSIDIARY.
(Q)
ACCOUNTING CHANGES.
NEITHER BORROWER NOR HOLDINGS SHALL, NOR SHALL
THEY SUFFER OR PERMIT ANY OF THEIR RESPECTIVE SUBSIDIARIES TO, MAKE ANY
SIGNIFICANT CHANGE IN ACCOUNTING TREATMENT OR REPORTING PRACTICES, EXCEPT AS
REQUIRED BY GAAP, OR CHANGE THE FISCAL YEAR OF HOLDINGS OR BORROWER OR OF ANY OF
THEIR RESPECTIVE SUBSIDIARIES, EXCEPT TO CHANGE THE FISCAL YEAR OF A SUBSIDIARY
TO CONFORM ITS FISCAL YEAR TO BORROWER'S.
(R)
BOOKS AND RECORDS; INSPECTIONS.
BORROWER AND HOLDINGS SHALL, AND
THEY SHALL CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO, KEEP ADEQUATE RECORDS
AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH
GAAP.
HOLDINGS AND BORROWER SHALL PROVIDE AGENT, EACH LENDER AND THEIR
RESPECTIVE AGENTS ACCESS TO THE PREMISES OF HOLDINGS, BORROWER AND ANY OF THEIR
RESPECTIVE SUBSIDIARIES AT ANY TIME AND FROM TIME TO TIME, DURING NORMAL
BUSINESS HOURS AND UPON REASONABLE NOTICE UNDER THE CIRCUMSTANCES, AND AT ANY
TIME ON AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, FOR THE
PURPOSES OF INSPECTING THE COLLATERAL AND INSPECTING, COPYING AND VERIFYING ALL
RECORDS RELATING TO THE COLLATERAL.
(S)
CAPITAL CONTRIBUTIONS.
HOLDINGS SHALL CONTRIBUTE TO BORROWER, AND
BORROWER SHALL ACCEPT, AS COMMON EQUITY, WITHIN TWO BANKING DAYS OF RECEIPT,
(I) ALL NET PROCEEDS RECEIVED FROM THE SALE OF ANY OF HOLDINGS' EQUITY
SECURITIES OR DEBT INSTRUMENTS OR SECURITIES (OTHER THAN ISSUANCES OF EQUITY
SECURITIES TO OFFICERS, DIRECTORS, EMPLOYEES OR CONSULTANTS OF BORROWER IN THE
ORDINARY COURSE OF BUSINESS AND OTHER THAN PROCEEDS OF THE SALE OF ANY OF
HOLDINGS' EQUITY SECURITIES OR DEBT INSTRUMENTS OR SECURITIES THAT ARE USED TO
REPURCHASE OR REPAY ANY OF HOLDINGS' EQUITY SECURITIES OR DEBT INSTRUMENTS OR
SECURITIES), (II) ANY CASH OR CASH EQUIVALENTS GENERATED OR RECEIVED BY HOLDINGS
AT ANY TIME AND FROM TIME TO TIME, OTHER THAN CASH RECEIVED BY HOLDINGS FROM
BORROWER PURSUANT TO CLAUSE (D) OF SECTION 5.1(L) AND (III) ANY OTHER ASSET
ACQUIRED OR RECEIVED BY