WHICH PARENT OR SUCH SUBSIDIARY OPERATES, EXCEPT WHERE FAILURE TO MAINTAIN SUCH
INSURANCE COULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.05.
BOOKS AND RECORDS; INSPECTION RIGHTS.
(A)
PARENT WILL, AND
WILL CAUSE EACH OF THE SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT
IN SUCH DETAIL AS IS NECESSARY TO ALLOW THE DELIVERY OF THE REPORTS REQUIRED BY
SECTION 5.01, IN WHICH FULL AND CORRECT ENTRIES SHALL BE MADE OF ALL FINANCIAL
TRANSACTIONS AND THE ASSETS AND BUSINESS OF PARENT AND ITS CONSOLIDATED
SUBSIDIARIES IN ACCORDANCE WITH GAAP.
(B)
PARENT WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, AT ANY REASONABLE
TIME AND FROM TIME TO TIME, UPON REASONABLE NOTICE, PERMIT ANY AGENT OR ANY OF
THE LENDERS OR ANY AGENTS OR REPRESENTATIVES THEREOF, TO EXAMINE THE RECORDS AND
BOOKS OF ACCOUNT OF, AND VISIT THE PROPERTIES OF, PARENT OR ANY SUBSIDIARY AND
TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF PARENT OR ANY SUBSIDIARY WITH
ANY OF THEIR FINANCIAL OFFICERS.
SECTION 5.06.
COMPLIANCE WITH LAWS.
PARENT WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE LAWS,
RULES, REGULATIONS AND ORDERS (INCLUDING ERISA AND ENVIRONMENTAL LAWS), EXCEPT,
IN ANY CASE, WHERE THE FAILURE SO TO COMPLY, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.07.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE PROCEEDS OF THE LOANS
WILL BE USED ONLY FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
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 FOR
GENERAL CORPORATE PURPOSES.
SECTION 5.08.
ADDITIONAL SUBSIDIARIES.
(A)
IF ANY ADDITIONAL SUBSIDIARY LOAN
PARTY IS FORMED OR ACQUIRED AFTER THE EFFECTIVE DATE THEN, THE BORROWER WILL
PROMPTLY, BUT IN NO EVENT LATER THAN FIVE BUSINESS DAYS AFTER SUCH FORMATION OR
ACQUISITION, CAUSE SUCH SUBSIDIARY LOAN PARTY TO EXECUTE AND DELIVER A
SUPPLEMENT TO THE GUARANTEE AGREEMENT THEREBY BECOMING A GUARANTOR IN ACCORDANCE
WITH THE TERMS OF THE GUARANTEE AGREEMENT.
(B)
IF REQUESTED BY EITHER OF THE ADMINISTRATIVE AGENTS, THE BORROWER WILL
PROVIDE TO THE ADMINISTRATIVE AGENTS SUCH EVIDENCE OF AUTHORITY AND LEGAL
OPINIONS REGARDING ANY EXECUTION AND DELIVERY OF A SUPPLEMENT TO THE GUARANTEE
AGREEMENT BY A SUBSIDIARY LOAN PARTY AS PROVIDED ABOVE, AS EITHER ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST.
(C)
NOTWITHSTANDING THE FOREGOING, THE REQUIREMENTS OF THIS SECTION 5.08 SHALL
NOT APPLY FOLLOWING THE SUBSIDIARY GUARANTEE TERMINATION DATE.
SECTION 5.09.
CORPORATE EXISTENCE; INVENTORY RECORDKEEPING.
(A)
PARENT AND
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY LOAN PARTY TO, MAINTAIN THE
CORPORATE OR LIMITED LIABILITY COMPANY, AS APPLICABLE, EXISTENCE OF EACH
SUBSIDIARY LOAN PARTY (SUBJECT TO THE EXCEPTIONS SET FORTH IN SECTION 5.02) AND
ENSURE THAT EACH SUBSIDIARY LOAN PARTY OBSERVES ALL CORPORATE OR LIMITED
LIABILITY COMPANY REQUIREMENTS, PROCEDURES, AND FORMALITIES CONSISTENT WITH