IS CONTINUING, NO PRIOR NOTICE
OF SUCH VISIT OR INSPECTION SHALL BE REQUIRED OF THE BORROWER AND ITS
SUBSIDIARIES; PROVIDED, THAT ANY SUCH VISITS OR INSPECTIONS SHALL BE SUBJECT TO
SUCH CONDITIONS AS THE BORROWER AND EACH OF ITS SUBSIDIARIES SHALL DEEM
NECESSARY BASED ON REASONABLE CONSIDERATIONS OF SAFETY AND SECURITY; AND
PROVIDED, FURTHER, THAT NEITHER THE BORROWER NOR ANY SUBSIDIARY SHALL BE
REQUIRED TO DISCLOSE TO THE ADMINISTRATIVE AGENT OR ANY REPRESENTATIVES THEREOF
ANY INFORMATION WHICH IS SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE OR ATTORNEY
WORK-PRODUCT PRIVILEGE PROPERLY ASSERTED BY THE APPLICABLE PERSON TO PREVENT THE
LOSS OF SUCH PRIVILEGE IN CONNECTION WITH SUCH INFORMATION OR WHICH IS PREVENTED
FROM DISCLOSURE PURSUANT TO A CONFIDENTIALITY AGREEMENT WITH THIRD PARTIES.
SECTION 5.8.
MAINTENANCE OF PROPERTIES;INSURANCE.
THE
BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (A) KEEP AND MAINTAIN
ALL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, EXCEPT AS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (B) MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES, INSURANCE WITH RESPECT TO ITS
PROPERTIES AND BUSINESS, AND THE PROPERTIES AND BUSINESS OF ITS SUBSIDIARIES,
AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY COMPANIES IN
THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS,
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WHICH MAY INCLUDE SELF-INSURANCE, IF DETERMINED BY THE BORROWER TO BE REASONABLY
PRUDENT AND CONSISTENT WITH BUSINESS PRACTICES AS IN EFFECT ON THE DATE HEREOF.
SECTION 5.9.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE
BORROWER WILL USE THE PROCEEDS OF ALL LOANS TO FINANCE WORKING CAPITAL NEEDSAND
FOR INVESTMENTS PERMITTED HEREBY,INCLUDING THE GLGT ACQUISITION, AND FOR OTHER
GENERAL CORPORATE PURPOSES OF THE BORROWER AND ITS SUBSIDIARIES.
NO PART OF THE
PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY
PURPOSE THAT WOULD VIOLATE ANY RULE OR REGULATION OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM, INCLUDING REGULATIONS T, U OR X.
ALL LETTERS OF
CREDIT WILL BE USED FOR GENERAL CORPORATE PURPOSES.
SECTION 5.10.
MAINTENANCE OF TAX STATUS.
THE BORROWER SHALL TAKE
ALL ACTION NECESSARY TO PREVENT THE BORROWER FROM BEING, AND WILL TAKE NO ACTION
WHICH WOULD HAVE THE EFFECT OF CAUSING THE BORROWER TO BE, TREATED AS AN
ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR
FEDERAL INCOME TAX PURPOSES.
ARTICLE VI
FINANCIAL COVENANTS
Until the Termination Date, the Borrower covenants and agrees that:
SECTION 6.1.
LEVERAGE RATIO.
(A) THE BORROWER AND ITS
SUBSIDIARIES WILL MAINTAIN ON A CONSOLIDATED BASIS AS OF THE END OF EACH FISCAL
QUARTER, COMMENCING WITH THE FISCAL QUARTER ENDING DECEMBER 31, 2006, A LEVERAGE
RATIO OF NOT GREATER THAN 4.75:1.00 (THE "REQUIRED THRESHOLD"), PROVIDED,
HOWEVER, THAT IF THE BORROWER CONSUMMATES ONE OR MORE ACQUISITIONS PERMITTED
UNDER THIS AGREEMENT IN WHICH THE AGGREGATE PURCHASE PRICE OF ALL SUCH
ACQUISITIONS IS $25,000,000 OR MORE, THEN THE REQUIRED THRESHOLD SHALL BE
INCREASED TO 5.50 TO 1.00 FOR THE