ANY MATERIAL PORTION OF
ANY MORTGAGED PROPERTY OR THE COMMENCEMENT OF ANY ACTION OR PROCEEDING FOR THE
TAKING OR EXPROPRIATION OF ANY MORTGAGED PROPERTY OR ANY MATERIAL PART THEREOF
OR MATERIAL INTEREST THEREIN UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR
SIMILAR PROCEEDING.
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SECTION 5.06. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
MAINTAIN ALL FINANCIAL RECORDS IN ACCORDANCE WITH GAAP AND APPLICABLE LAW AND
PERMIT ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER
TO VISIT AND INSPECT THE PROPERTIES AND FINANCIAL RECORDS OF SSCC, THE BORROWER
AND ANY SUBSIDIARY DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE AND
TO MAKE EXTRACTS FROM AND COPIES OF SUCH FINANCIAL RECORDS (PROVIDED THAT,
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING, NO MORE THAN
TWO SUCH VISITS AND INSPECTIONS MAY BE MADE IN ANY ONE YEAR AND PROVIDED FURTHER
THAT, TO THE EXTENT PRACTICABLE, THE ADMINISTRATIVE AGENT WILL COORDINATE ANY
SUCH VISITS AND INSPECTIONS WITH VISITS AND INSPECTIONS ARRANGED BY THE REVOLVER
COLLATERAL AGENT FOR LENDERS UNDER THE REVOLVING FACILITY) AND PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO DISCUSS
AT SUCH REASONABLE TIMES AND AT SUCH REASONABLE INTERVALS AS MAY BE REASONABLY
REQUESTED THE AFFAIRS, FINANCES AND CONDITION OF SSCC, THE BORROWER OR ANY
SUBSIDIARY OR ANY PROPERTIES OF SSCC, THE BORROWER OR ANY SUBSIDIARY WITH THE
OFFICERS THEREOF AND (IN THE PRESENCE OF SSCC, THE BORROWER OR A SUBSIDIARY,
UNLESS A DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING)
INDEPENDENT ACCOUNTANTS THEREFOR; PROVIDED, HOWEVER, THAT ALL SUCH VISITS,
INSPECTIONS AND INQUIRIES SHALL BE COORDINATED THROUGH THE ADMINISTRATIVE AGENT.
SECTION 5.07. USE OF PROCEEDS.
USE THE PROCEEDS OF LOANS ONLY FOR THE PURPOSES
SET FORTH IN THE INTRODUCTORY STATEMENT 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 5.08. COMPLIANCE WITH LAW.
COMPLY WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS (INCLUDING ENVIRONMENTAL LAWS), RULES, REGULATIONS AND DECREES,
DIRECTIVES AND ORDERS OF ANY GOVERNMENTAL AUTHORITY THAT ARE APPLICABLE TO IT OR
TO ANY OF ITS PROPERTIES, EXCEPT WHERE NONCOMPLIANCE COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.09. FURTHER ASSURANCES.
(A)
EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTION
(INCLUDING FILING UNIFORM COMMERCIAL CODE AND OTHER FINANCING STATEMENTS,
REGISTRATIONS, MORTGAGES AND DEEDS OF TRUST), THAT MAY BE REQUIRED UNDER
APPLICABLE LAW OR WHICH THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, IN ORDER TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THE
LOAN DOCUMENTS AND IN ORDER TO GRANT, PRESERVE, PROTECT AND PERFECT THE VALIDITY
AND PRIORITY OR RANK OF THE SECURITY INTERESTS CREATED OR INTENDED TO BE CREATED
BY THE SECURITY DOCUMENTS.
THE BORROWER WILL PROVIDE TO THE ADMINISTRATIVE
AGENT, FROM TIME TO TIME UPON ITS REASONABLE REQUEST, EVIDENCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE