BOOKS AND RECORDS; INSPECTION RIGHTS.
THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, (I) KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN
WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND TRANSACTIONS
IN RELATION TO ITS BUSINESS AND ACTIVITIES AND (II) PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER (INCLUDING EMPLOYEES OF THE
ADMINISTRATIVE AGENT OR ANY LENDER, OR ANY CONSULTANTS, ACCOUNTANTS, LAWYERS AND
APPRAISERS RETAINED 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, INCLUDING ENVIRONMENTAL ASSESSMENT REPORTS AND PHASE
I OR PHASE II STUDIES, 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.
THE BORROWER AND THE SUBSIDIARIES ACKNOWLEDGE
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER, AS THE CASE MAY BE, AFTER
EXERCISING ITS RIGHTS OF INSPECTION, MAY PREPARE CERTAIN REPORTS PERTAINING TO
THE BORROWER'S AND ITS SUBSIDIARIES' ASSETS FOR INTERNAL USE BY THE
ADMINISTRATIVE AGENT OR SUCH LENDER. THE BORROWER WILL PERMIT THE ADMINISTRATIVE
AGENT OR ANY LENDER TO CONDUCT FIELD AUDIT
51
EXAMINATIONS OF THE BORROWER'S AND ITS SUBSIDIARIES' ASSETS, LIABILITIES, BOOKS
AND RECORDS ONCE PER CALENDAR YEAR; PROVIDED, THAT THE BORROWER WILL PERMIT THE
ADMINISTRATIVE AGENT OR ANY LENDER TO CONDUCT SUCH EXAMINATIONS AT ANY TIME AND
WITH ANY REASONABLE FREQUENCY AFTER THE OCCURRENCE AND DURING THE CONTINUATION
OF AN EVENT OF DEFAULT.
IN CONNECTION WITH SUCH FIELD AUDITS, THE BORROWER WILL
PERMIT THE ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE TEST VERIFICATIONS OF THE
ACCOUNTS WITH THE LOAN PARTY'S CUSTOMERS.
SECTION 5.07.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY 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 AND LETTERS OF CREDIT.
THE PROCEEDS OF THE LOANS
WILL BE USED ONLY FOR THE WORKING CAPITAL AND OTHER GENERAL CORPORATE PURPOSES
OF THE BORROWER AND ITS SUBSIDIARIES (INCLUDING THE PAYMENT OF COSTS, FEES AND
EXPENSES RELATED TO THE RELATED TRANSACTIONS).
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.
LETTERS OF CREDIT WILL BE ISSUED ONLY TO SUPPORT GENERAL CORPORATE
PURPOSES OF THE BORROWER AND ITS SUBSIDIARIES.
SECTION 5.09.
FURTHER ASSURANCES.
(A) EFFECTIVE UPON ANY PERSON WHICH IS NOT,
AS OF THE DATE HEREOF, A SUBSIDIARY BECOMING A SUBSIDIARY, THE BORROWER SHALL
CAUSE SUCH PERSON TO, WITHIN FIVE (5) BUSINESS DAYS, EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS A JOINDER TO THE SUBSIDIARY
GUARANTY.
THE BORROWER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AT ANY
TIME