OF THE BORROWER OR ANY SUCH SUBSIDIARY, TO MAKE REASONABLE
EXAMINATIONS AND COPIES OF THE BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF
THE BORROWER OR ANY SUCH SUBSIDIARY, AND TO DISCUSS THE AFFAIRS, FINANCES AND
ACCOUNTS OF THE BORROWER OR ANY SUCH SUBSIDIARY WITH, AND TO BE ADVISED AS TO
THE SAME BY, ITS RESPECTIVE OFFICERS AT SUCH REASONABLE TIMES AND INTERVALS AS
THE LENDERS MAY DESIGNATE; PROVIDED THAT (A) ANY INSPECTION BY ANY LENDER SHALL
BE AT SUCH LENDER'S OWN EXPENSE, (B) UNLESS A DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, THERE SHALL BE NO MORE THAN TWO SUCH
INSPECTIONS DURING ANY FISCAL YEAR AND (C) THE LENDERS SHALL COORDINATE THE
TIMING OF THEIR INSPECTIONS THROUGH THE AGENT AND PROVIDE REASONABLE NOTICE
THEREOF.
SECTION 5.07.
USE OF PROCEEDS.
THE BORROWER WILL USE THE PROCEEDS OF THE LOANS
SOLELY FOR THE PURPOSES SET FORTH IN SECTION 3.12.
SECTION 5.08.
INFORMATION REGARDING COLLATERAL; DEPOSIT ACCOUNTS; SECURITIES
ACCOUNTS.
(A)
THE BORROWER WILL FURNISH TO THE AGENT PROMPT WRITTEN NOTICE OF
ANY CHANGE IN (I) THE LEGAL NAME OF ANY LOAN PARTY, AS SET FORTH IN ITS
ORGANIZATIONAL DOCUMENTS, (II) THE JURISDICTION OF ORGANIZATION OR THE FORM OF
ORGANIZATION OF ANY LOAN PARTY (INCLUDING AS A RESULT OF ANY MERGER OR
CONSOLIDATION), (III) THE LOCATION OF THE CHIEF EXECUTIVE OFFICE OF ANY LOAN
PARTY OR (IV) THE ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, OR, WITH RESPECT
TO ANY LOAN PARTY ORGANIZED UNDER THE LAWS OF A JURISDICTION THAT REQUIRES SUCH
INFORMATION TO BE SET FORTH ON THE FACE OF A UNIFORM COMMERCIAL CODE FINANCING
STATEMENT, THE FEDERAL TAXPAYER IDENTIFICATION NUMBER OF SUCH LOAN PARTY.
THE
BORROWER AGREES NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING
SENTENCE UNLESS ALL FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR
OTHERWISE THAT ARE REQUIRED IN ORDER FOR THE AGENT TO CONTINUE AT ALL TIMES
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
ALL THE COLLATERAL.
(B)
THE BORROWER WILL FURNISH TO THE AGENT PROMPT WRITTEN NOTICE OF (I) THE
ACQUISITION BY ANY LOAN PARTY OF, OR ANY REAL PROPERTY INTEREST OTHERWISE
BECOMING, A MORTGAGED PROPERTY AFTER THE RESTATEMENT EFFECTIVE DATE AND (II) THE
ACQUISITION BY ANY LOAN PARTY OF ANY OTHER MATERIAL ASSETS AFTER THE RESTATEMENT
EFFECTIVE DATE, OTHER THAN ANY ASSETS CONSTITUTING COLLATERAL UNDER THE SECURITY
DOCUMENTS IN WHICH THE AGENT SHALL HAVE A VALID, LEGAL AND PERFECTED SECURITY
INTEREST (WITH THE PRIORITY CONTEMPLATED BY THE APPLICABLE SECURITY DOCUMENT)
UPON THE ACQUISITION THEREOF.
(C)
THE BORROWER WILL CAUSE ALL CASH OWNED BY THE BORROWER AND THE DOMESTIC
SUBSIDIARIES AT ANY TIME, OTHER THAN CASH HELD IN THE ORDINARY COURSE OF
BUSINESS SOLELY FOR THE PAYMENT OF SALARIES AND WAGES, WORKERS' COMPENSATION AND
SIMILAR EXPENSES AND OTHER CASH IN AN AGGREGATE AMOUNT NOT TO EXCEED $5,000,000
AT ANY TIME, TO BE HELD IN DEPOSIT ACCOUNTS MAINTAINED IN THE NAME OF ONE OR
MORE LOAN PARTIES AND WILL, IN EACH CASE AS PROMPTLY