ITS EQUITY OWNERS AND ALL REGISTRATION
STATEMENTS AND REPORTS THAT BORROWER FILES WITH THE SECURITIES AND EXCHANGE
COMMISSION (OR ANY OTHER SIMILAR GOVERNMENTAL AUTHORITY) OR ANY SUCCESSOR
PERSON; AND
(4)
WITHIN FORTY-FIVE (45) DAYS AFTER EACH QUARTER-END, A COMPLIANCE
CERTIFICATE; AND
(5)
WITHIN FORTY-FIVE (45) DAYS AFTER EACH QUARTER-END BEGINNING THE
QUARTER-END OF APRIL 30, 2008, A COLLATERAL REPORT AS OF SUCH QUARTER-END,
CERTIFIED TO BE CORRECT BY THE PRINCIPAL FINANCIAL OFFICER OF BORROWERS
(TOGETHER WITH A SCHEDULE OF ACCOUNTS AND SCHEDULE OF INVENTORY IF REQUIRED
UNDER SECTION 10.10 OF THIS AGREEMENT).
(D)
BORROWER WILL PAY OR CAUSE TO BE PAID WHEN DUE (I) THE FEES AND ALL
OTHER FEES AND EXPENSES OWING TO LENDER PARTIES; AND (II) ALL EXPENSES INVOLVED
IN PERFECTING COLLATERAL AGENT'S LIEN OR THE PRIORITY OF COLLATERAL AGENT'S LIEN
AND ALL OTHER EXPENSES OF LENDER PARTIES RELATED TO THE LOANS, OR THE PROTECTION
AND PRESERVATION OF THE COLLATERAL, OR THE INTERPRETATION, ADMINISTRATION AND
ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT, OR THE PREPARATION AND
NEGOTIATION OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR AMENDMENTS TO
ANY OF THEM, INCLUDING, WITHOUT LIMITATION, RECORDING FEES AND TAXES, TAX, TITLE
AND LIEN SEARCH CHARGES, AND
63
ATTORNEYS' FEES (INCLUDING ATTORNEYS' FEES AT TRIAL AND ON ANY APPEAL BY
BORROWER OR LENDER PARTY), REAL PROPERTY TAXES AND INSURANCE PREMIUMS.
(E)
BORROWER WILL PERMIT AGENT, COLLATERAL AGENT AND THEIR RESPECTIVE
AGENTS TO HAVE ACCESS TO THE COLLATERAL AT REASONABLE TIMES.
(F)
AFTER THE OCCURRENCE OF A DEFAULT AND UPON DEMAND OF AGENT OR
COLLATERAL AGENT, BORROWER WILL CAUSE, OR PERMIT AGENT OR COLLATERAL AGENT TO
CAUSE, ALL OR ANY PART OF THE MORTGAGED PROPERTY AND OTHER TANGIBLE PROPERTY
COMPRISING PART OF THE COLLATERAL TO BE APPRAISED (OR REAPPRAISED) AT BORROWER'S
EXPENSE AT ANY TIME (BUT NOT MORE THAN ONCE DURING ANY TWELVE-MONTH PERIOD
EXCEPT (I) AFTER AN EVENT OF DEFAULT, (II) IF REQUIRED ON ACCOUNT OF THE
REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY OR REGULATORY AUTHORITY, OR (III) IF
AGENT OR COLLATERAL AGENT IN ITS REASONABLE DISCRETION DETERMINES THAT THERE MAY
HAVE BEEN A MATERIAL DIMINUTION IN THE VALUE OF SUCH TANGIBLE PROPERTY).
(G)
IF ANY OF THE INFORMATION OR DISCLOSURES PROVIDED ON ANY SCHEDULE
ORIGINALLY ATTACHED HERETO BECOME OUTDATED OR INCORRECT IN ANY MATERIAL RESPECT,
BORROWER SHALL DELIVER TO AGENT AS PART OF A COMPLIANCE CERTIFICATE SUCH
REVISION OR UPDATES TO SUCH SCHEDULE AS MAY BE NECESSARY OR APPROPRIATE TO
UPDATE OR CORRECT SUCH SCHEDULE; PROVIDED, THAT SUCH REVISIONS OR UPDATES TO ANY
SUCH SCHEDULE SHALL ONLY BE DEEMED TO HAVE AMENDED, MODIFIED OR SUPERSEDED SUCH
SCHEDULE AS ORIGINALLY ATTACHED HERETO, AND TO HAVE CURED ANY BREACH OF WARRANTY
OR MISREPRESENTATION RESULTING FROM THE INACCURACY OR INCOMPLETENESS OF ANY SUCH
SCHEDULE IF SUCH REVISIONS OR UPDATES TO SUCH SCHEDULE WOULD NOT OTHERWISE
RESULT IN A SEPARATE AND INDEPENDENT EVENT OF DEFAULT UNDER THE OTHER TERMS AND
PROVISIONS OF THIS AGREEMENT.
(H)
BORROWER WILL CERTIFY TO AGENT UPON REQUEST BY AGENT THAT:
(1)
BORROWER HAS COMPLIED WITH AND IS