on behalf of Borrower and its
Subsidiaries to any insurance broker, company or underwriter.
Administrative
Agent, at its sole option, may obtain such insurance if not provided by Borrower
and in such event, Borrower shall reimburse Administrative Agent upon demand for
the cost thereof.
2.3.
INSPECTION.
BORROWER WILL AND WILL CAUSE ITS
SUBSIDIARIES TO PERMIT ANY AUTHORIZED REPRESENTATIVES OF ADMINISTRATIVE AGENT
(I) TO VISIT AND INSPECT ANY OF THE PROPERTIES OF BORROWER AND ITS SUBSIDIARIES,
INCLUDING ITS FINANCIAL AND ACCOUNTING RECORDS, AND TO MAKE COPIES AND TAKE
EXTRACTS THEREFROM, AND (II) TO DISCUSS ITS AFFAIRS, FINANCES AND BUSINESS WITH
ITS OFFICERS, EMPLOYEES AND CERTIFIED PUBLIC ACCOUNTANTS, ALL UPON AT LEAST FIVE
DAYS NOTICE, AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND, UNLESS A
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NOT MORE THAN TWICE
A YEAR.
2.4.
LEGAL EXISTENCE, ETC.
EXCEPT AS OTHERWISE
PERMITTED BY SUBSECTION 3.5, BORROWER WILL AND WILL CAUSE ITS SUBSIDIARIES TO AT
ALL TIMES PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS OR THEIR
LEGAL
EXISTENCE AND GOOD STANDING AND ALL RIGHTS AND FRANCHISES MATERIAL TO ITS OR
THEIR BUSINESS.
2.5.
USE OF PROCEEDS.
BORROWER WILL USE AND WILL
CAUSE ITS SUBSIDIARIES TO USE THE PROCEEDS OF THE LOANS SOLELY FOR THE PURPOSES
DESCRIBED IN THE RECITAL PARAGRAPHS TO THE ORIGINAL CREDIT AGREEMENT, THE FIRST
AMENDED CREDIT AGREEMENT AND THE EXISTING CREDIT AGREEMENT.
NO PART OF ANY LOAN
WILL BE USED TO PURCHASE ANY MARGIN SECURITIES OR OTHERWISE IN VIOLATION OF THE
REGULATIONS OF THE FEDERAL RESERVE SYSTEM.
2.6.
FURTHER ASSURANCES.
BORROWER WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, FROM TIME TO TIME, DO, EXECUTE AND DELIVER
ALL SUCH ADDITIONAL AND FURTHER ACTS, DOCUMENTS AND INSTRUMENTS AS
ADMINISTRATIVE AGENT REASONABLY REQUESTS TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO VEST COMPLETELY IN AND ASSURE ADMINISTRATIVE AGENT OF
ITS RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
22
2.7.
COBANK PATRONAGE CAPITAL.
BORROWER WILL
ACQUIRE NON-VOTING PARTICIPATION CERTIFICATES IN COBANK IN SUCH AMOUNTS AND AT
SUCH TIMES AS COBANK MAY REQUIRE IN ACCORDANCE WITH COBANK'S BYLAWS AND CAPITAL
PLAN (AS EACH MAY BE AMENDED FROM TIME TO TIME), EXCEPT THAT THE MAXIMUM AMOUNT
OF PARTICIPATION CERTIFICATES THAT BORROWER MAY BE REQUIRED TO PURCHASE IN
COBANK IN CONNECTION WITH THE LOANS MAY NOT EXCEED THE MAXIMUM AMOUNT PERMITTED
BY THE BYLAWS AT THE TIME THIS AGREEMENT IS ENTERED INTO.
THE RIGHTS AND
OBLIGATIONS OF THE PARTIES WITH RESPECT TO SUCH PARTICIPATION CERTIFICATES AND
ANY DISTRIBUTIONS MADE ON ACCOUNT THEREOF OR ON ACCOUNT OF BORROWER'S PATRONAGE
WITH COBANK SHALL BE GOVERNED BY COBANK'S BYLAWS.
BORROWER HEREBY CONSENTS AND
AGREES THAT THE AMOUNT OF ANY DISTRIBUTIONS WITH RESPECT TO ITS PATRONAGE WITH
COBANK THAT ARE MADE IN QUALIFIED WRITTEN NOTICES OF ALLOCATION (AS DEFINED IN
26 U.S.C. § 1388) AND THAT ARE RECEIVED BY BORROWER FROM COBANK, WILL BE TAKEN
INTO ACCOUNT BY BORROWER AT THE STATED DOLLAR AMOUNTS WHETHER THE DISTRIBUTION
IS EVIDENCED BY A PARTICIPATION CERTIFICATE OR OTHER FORM