OF THE
LENDERS, AND (B) AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY DEFAULT
OR EVENT OF DEFAULT, MAY CAUSE SUCH ADDITIONAL INVENTORY APPRAISALS AND
COMMERCIAL FINANCE EXAMINATIONS TO BE TAKEN AS THE ADMINISTRATIVE AGENT OR ANY
CO-BORROWING BASE AGENT (AFTER CONSULTATION WITH THE ADMINISTRATIVE AGENT)
DETERMINES, ALL AT THE EXPENSE OF THE LOAN PARTIES.
(C)
THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY RETAIN ANY PERSON THE
ADMINISTRATIVE AGENT AND THE LENDERS DEEM APPROPRIATE, AS CONSULTANT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS, TO ASSIST THEM IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE ANALYSIS OF ALL FINANCIAL INFORMATION AND BUSINESS PLANS PREPARED BY THE
LOAN PARTIES.
THE LOAN PARTIES SHALL REASONABLY COOPERATE WITH SUCH CONSULTANTS
IN ORDER THAT THEY MAY FULFILL THEIR OBLIGATIONS UNDER THE TERMS OF THEIR
ENGAGEMENT.
WITHOUT LIMITING THE PROVISIONS OF SECTION 9.3 HEREOF, THE
BORROWERS SHALL REIMBURSE THE ADMINISTRATIVE AGENT AND THE LENDERS FOR ALL FEES
AND EXPENSES INCURRED BY ANY SUCH CONSULTANTS.
NOTWITHSTANDING THE BORROWERS'
OBLIGATIONS TO SO REIMBURSE THE ADMINISTRATIVE AGENT, THE BORROWERS ACKNOWLEDGE
AND AGREE THAT THE LOAN PARTIES ARE NOT ENTITLED TO RECEIVE OR REVIEW ANY WORK
PRODUCT PREPARED BY ANY SUCH CONSULTANTS AND THAT SUCH WORK PRODUCT IS FOR THE
SOLE AND EXCLUSIVE BENEFIT OF THE AGENTS AND THE LENDERS.
IF, NOTWITHSTANDING
THE FOREGOING, ANY OF SUCH WORK PRODUCT IS FURNISHED TO ANY OF THE LOAN PARTIES,
SUCH LOAN PARTIES SHALL MAINTAIN SUCH WORK PRODUCT AS CONFIDENTIAL AND MAY NOT
DISCLOSE SUCH WORK PRODUCT IN CONNECTION WITH ANY LITIGATION OR DISPUTE AMONGST
THE PARTIES HERETO OR OTHERWISE.
THE RECEIPT BY THE LOAN PARTIES OF ANY SUCH
WORK PRODUCT ON ANY ONE OCCASION SHALL NOT OBLIGATE THE CONSULTANTS OR ANY OTHER
PERSON TO FURNISH ANY WORK PRODUCT ON ANY OTHER OCCASION.
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SECTION 5.10
Compliance with Laws.
Each Loan Party 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 5.11
Employee Benefit Plans.
The Loan Parties will, and will
cause each of its Subsidiaries to, (a) promptly upon any request of the
Administrative Agent therefor, furnish to the Administrative Agent a copy of the
most recent actuarial statement required to be submitted under §103(d) of ERISA
and Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan, (b) within ten (10) days of receipt or dispatch,
furnish to the Administrative Agent any notice, report or demand sent or
received in respect of a Guaranteed Pension Plan under Sections 302, 4041, 4042,
4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan
under Sections 4041A, 4202, 4219, 4242 or 4245 of ERISA.
SECTION 5.12
Use of Proceeds and Letters of Credit.
The proceeds of Loans
made hereunder and Letters of Credit