OR THE PROVISION OF ADMINISTRATIVE, LEGAL, ACCOUNTING AND MANAGEMENT
SERVICES TO, OR ON BEHALF OF, ANY OF ITS SUBSIDIARIES, (II) THE ACQUISITION AND
OWNERSHIP OF THE CAPITAL STOCK OF ANY OF ITS SUBSIDIARIES AND THE EXERCISE OF
RIGHTS AND PERFORMANCE OF OBLIGATIONS IN CONNECTION THEREWITH, (III) THE ENTRY
INTO, AND EXERCISE OF RIGHTS AND PERFORMANCE OF OBLIGATIONS IN RESPECT OF (A)
THE TRANSACTION DOCUMENTS, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS TO WHICH
IT IS A PARTY; ANY OTHER AGREEMENT TO WHICH IT IS A PARTY ON THE DATE HEREOF;
AND ANY GUARANTEE OF INDEBTEDNESS OR OTHER OBLIGATIONS OF ANY OF ITS
SUBSIDIARIES PERMITTED PURSUANT TO THE LOAN DOCUMENTS; IN EACH CASE AS AMENDED,
SUPPLEMENTED WAIVED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND ANY
REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF, (B) CONTRACTS AND
AGREEMENTS WITH OFFICERS, DIRECTORS AND EMPLOYEES OF IT OR ANY SUBSIDIARY
THEREOF RELATING TO THEIR EMPLOYMENT OR DIRECTORSHIPS, (C) INSURANCE POLICIES
AND RELATED CONTRACTS AND AGREEMENTS, AND (D) SUBSCRIPTION AGREEMENTS,
REGISTRATION RIGHTS AGREEMENTS, VOTING AND OTHER STOCKHOLDER AGREEMENTS,
ENGAGEMENT LETTERS, UNDERWRITING AGREEMENTS AND OTHER AGREEMENTS IN RESPECT OF
ITS SECURITIES OR ANY OFFERING, ISSUANCE OR SALE THEREOF, INCLUDING BUT NOT
LIMITED TO IN RESPECT OF THE MANAGEMENT SUBSCRIPTION AGREEMENTS, (IV) THE
OFFERING, ISSUANCE, SALE AND REPURCHASE OR REDEMPTION OF, AND DIVIDENDS OR
DISTRIBUTIONS ON ITS SECURITIES, (V) THE FILING OF REGISTRATION STATEMENTS, AND
COMPLIANCE WITH APPLICABLE REPORTING AND OTHER OBLIGATIONS, UNDER FEDERAL, STATE
OR OTHER SECURITIES LAWS, (VI) THE LISTING OF ITS SECURITIES AND COMPLIANCE WITH
APPLICABLE REPORTING AND OTHER OBLIGATIONS IN CONNECTION THEREWITH, (VII) THE
RETENTION OF (AND THE ENTRY INTO, AND EXERCISE OF RIGHTS AND PERFORMANCE OF
OBLIGATIONS IN RESPECT OF, CONTRACTS AND AGREEMENTS WITH) TRANSFER AGENTS,
PRIVATE PLACEMENT AGENTS, UNDERWRITERS, COUNSEL, ACCOUNTANTS AND OTHER ADVISORS
AND CONSULTANTS, (VIII) THE PERFORMANCE OF OBLIGATIONS UNDER AND COMPLIANCE WITH
ITS CERTIFICATE OF INCORPORATION AND BY-LAWS, OR ANY APPLICABLE LAW, ORDINANCE,
REGULATION, RULE, ORDER, JUDGMENT, DECREE OR PERMIT, INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF OR IN CONNECTION WITH THE ACTIVITIES OF ITS
SUBSIDIARIES, (IX) THE INCURRENCE AND PAYMENT OF ITS OPERATING AND BUSINESS
EXPENSES AND ANY TAXES FOR WHICH IT MAY BE LIABLE, (X) MAKING LOANS TO OR OTHER
INVESTMENTS IN, OR INCURRENCE OF INDEBTEDNESS FROM, ITS SUBSIDIARIES, AS AND TO
THE EXTENT NOT PROHIBITED BY THE REVOLVING CREDIT AGREEMENT AND (XI) OTHER
ACTIVITIES INCIDENTAL OR RELATED TO THE FOREGOING.
THIS SUBSECTION 5.4 SHALL
NOT BE CONSTRUED TO LIMIT THE INCURRENCE OF INDEBTEDNESS BY HOLDING TO ANY
PERSON (SUBJECT TO THE PRECEDING CLAUSE (X)).
32
SECTION 6
REMEDIAL PROVISIONS
6.1
CERTAIN MATTERS RELATING TO ACCOUNTS.
(A)
AT ANY TIME AND FROM TIME TO TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE REVOLVING
COLLATERAL AGENT SHALL HAVE THE RIGHT TO MAKE TEST VERIFICATIONS OF THE ACCOUNTS
RECEIVABLE IN ANY REASONABLE MANNER AND THROUGH ANY REASONABLE MEDIUM THAT IT
REASONABLY CONSIDERS ADVISABLE, AND THE RELEVANT GRANTOR SHALL FURNISH ALL SUCH
ASSISTANCE AND INFORMATION AS THE REVOLVING COLLATERAL AGENT MAY REASONABLY
REQUIRE