THIS SECTION 5.5
SHALL BE PAID BY THE AGENT TO THE BORROWER, UPON PRESENTATION OF INVOICES AND
OTHER EVIDENCE OF OBLIGATIONS, AS REIMBURSEMENT FOR THE COSTS OF SUCH REPAIRS OR
REPLACEMENTS.
(E)
UPON THE ACTUAL OR CONSTRUCTIVE TOTAL LOSS (IN EXCESS OF $200,000
PER OCCURRENCE) OF ANY EQUIPMENT OR INVENTORY DURING THE CONTINUANCE OF A
DEFAULT, ALL INSURANCE PROCEEDS IN RESPECT OF SUCH EQUIPMENT OR INVENTORY SHALL
BE PAID TO THE AGENT AND APPLIED IN THE MANNER SET FORTH IN SECTION 2.5(D).
5.6
INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.
THE
BORROWER SHALL, AND SHALL CAUSE EACH SUBSIDIARY TO, KEEP PROPER BOOKS OF RECORDS
AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP AND
ALL REQUIREMENTS OF LAW SHALL BE MADE OF ALL MATERIAL DEALINGS AND TRANSACTIONS
IN RELATION TO ITS BUSINESS AND ACTIVITIES; AND UPON REASONABLE NOTICE AND AT
SUCH REASONABLE TIMES DURING USUAL BUSINESS HOURS, PERMIT REPRESENTATIVES OF THE
AGENT AND ANY LENDER TO VISIT AND INSPECT ANY OF ITS PROPERTIES AND EXAMINE AND
MAKE ABSTRACTS FROM ANY OF ITS BOOKS AND RECORDS AT ANY REASONABLE TIME AND AS
OFTEN AS MAY REASONABLY BE DESIRED AND TO DISCUSS THE BUSINESS, OPERATIONS,
PROPERTIES AND FINANCIAL AND OTHER CONDITION OF THE BORROWER AND ITS
SUBSIDIARIES WITH OFFICERS OF THE BORROWER AND ITS SUBSIDIARIES AND WITH ITS
ACCOUNTANTS (PROVIDED THAT THE BORROWER SHALL BE GIVEN THE OPPORTUNITY TO BE
PRESENT DURING ANY SUCH DISCUSSIONS WITH ITS ACCOUNTANTS).
IN ADDITION, THE
AGENT SHALL BE PERMITTED TO CONDUCT COLLATERAL AUDITS OF THE BORROWER AND THE
SUBSIDIARIES TWICE DURING EACH 12-MONTH PERIOD (OR MORE FREQUENTLY IF A DEFAULT
HAS OCCURRED AND IS CONTINUING).
5.7
USE OF PROCEEDS.
THE BORROWER WILL USE THE LETTERS OF CREDIT, AND
THE PROCEEDS OF THE LOANS, AS SET FORTH IN SECTION 3.14, AND NOT FOR THE
PURCHASING OR CARRYING OF ANY MARGIN STOCK.
5.8
HEDGING OBLIGATIONS.
THE BORROWER SHALL NOT, AND SHALL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, INCUR ANY HEDGING OBLIGATION, EXCEPT THAT THE
BORROWER OR ANY SUBSIDIARY MAY ENTER INTO ANY HEDGING OBLIGATION THAT (I) IS OF
A NON-SPECULATIVE NATURE AND (II) IS FOR THE
47
PURPOSE OF HEDGING THE BORROWER'S OR SUCH SUBSIDIARY'S REASONABLY ESTIMATED
INTEREST RATE EXPOSURE.
5.9
ACQUISITION OF REAL PROPERTY.
THE BORROWER SHALL SUBMIT TO THE
AGENT ANY DOCUMENTS RELATING TO ANY FEE SIMPLE REAL PROPERTY INTEREST TO BE
ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY FOR CONSIDERATION IN EXCESS OF
$500,000.
THE MAJORITY LENDERS MAY REQUIRE THAT ANY SUCH PROPERTY INTEREST
BECOME PART OF THE COLLATERAL OR THE GUARANTOR COLLATERAL (AS APPLICABLE), AND
THAT THE BORROWER PROVIDE THE AGENT WITH TITLE INSURANCE, A FAVORABLE
ENVIRONMENTAL REPORT, OPINION(S) OF COUNSEL AND SUCH OTHER DOCUMENTS AND
AGREEMENTS AS THE AGENT MAY REASONABLY REQUEST WITH RESPECT THERETO.
5.10
LEASE AND LICENSE COMPLIANCE.
(A)
THE BORROWER SHALL, AND SHALL
CAUSE EACH SUBSIDIARY TO, PERFORM AND CARRY OUT THE MATERIAL PROVISIONS OF ALL
LEASES, LICENSES, PERMITS AND OTHER OCCUPANCY AGREEMENTS RELATING TO REAL
PROPERTY OR REAL PROPERTY INTERESTS WHICH ARE MATERIAL