PRINCIPAL PROVISIONS THEREOF.
5.14
NOTIFICATION OF DEFAULT.
UPON BECOMING AWARE OF THE EXISTENCE OF
ANY CONDITION OR EVENT WHICH WOULD CAUSE AN EVENT OF DEFAULT, OR ANY CONDITION
OR EVENT WHICH WOULD UPON NOTICE OR PASSAGE OF TIME, OR BOTH, CONSTITUTE AN
EVENT OF DEFAULT, THE BORROWERS SHALL PROMPTLY GIVE THE AGENT WRITTEN NOTICE
THEREOF SPECIFYING THE NATURE AND DURATION THEREOF AND THE ACTION BEING OR
PROPOSED TO BE TAKEN WITH RESPECT THERETO.
5.15
NOTIFICATION OF MATERIAL LITIGATION.
THE BORROWERS SHALL PROMPTLY
NOTIFY THE AGENT IN WRITING OF ANY LITIGATION OR OF ANY INVESTIGATIVE
PROCEEDINGS (CIVIL OR CRIMINAL) OF A GOVERNMENTAL AGENCY OR AUTHORITY COMMENCED
OR KNOWN TO BE THREATENED AGAINST ANY OF THEM OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES WHICH WOULD, IF ADVERSELY DECIDED, HAVE A MATERIAL AND ADVERSE
EFFECT ON THE BUSINESS OR THE FINANCIAL CONDITION OF THE BORROWER AND THEIR
RESPECTIVE SUBSIDIARIES TAKEN AS A WHOLE.
5.16
INSPECTION BY THE AGENT AND THE BANKS.
EACH BORROWER SHALL AND
SHALL CAUSE ITS SUBSIDIARIES TO PERMIT THE AGENT AND EACH BANK OR ITS DESIGNEES,
AT ANY REASONABLE TIME AND FROM TIME TO TIME, TO VISIT AND INSPECT THE
PROPERTIES OF SUCH BORROWER AND ITS SUBSIDIARIES, TO EXAMINE AND MAKE COPIES OF
AND TAKE ABSTRACTS FROM THE BOOKS AND RECORDS OF SUCH BORROWER AND ITS
SUBSIDIARIES (EXCEPT FOR MATERIALS PROVIDED TO THE BORROWERS BY THEIR ATTORNEYS
AND COVERED BY ATTORNEY-CLIENT PRIVILEGE, PROVIDED THAT THE BORROWERS SHALL
PROVIDE ABSTRACTS OF THOSE MATERIALS FOR THE REVIEW OF THE AGENT AND THE BANKS),
AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SUCH BORROWER AND ITS
SUBSIDIARIES, WITH APPROPRIATE OFFICERS.
THE AGENT AND EACH BANK AGREE TO TAKE
ALL REASONABLE STEPS TO KEEP CONFIDENTIAL ANY AND ALL OF THE INFORMATION
OBTAINED FROM SUCH INSPECTION, OTHER THAN INFORMATION CONTAINED IN DOCUMENTS
FILED BY ANY BORROWER WITH ANY PUBLIC AGENCY WHICH ARE GENERALLY AVAILABLE TO
THE PUBLIC OR THROUGH THE USE OF THE FREEDOM OF INFORMATION ACT OR ANY
EQUIVALENT STATUTE, AND ANY OTHER INFORMATION IN ANY PUBLIC RECORD; PROVIDED
THAT SUCH INFORMATION MAY BE MADE AVAILABLE FOR INSPECTION AND EXAMINATION BY
(I) ANY GOVERNMENTAL REGULATORY AUTHORITY HAVING JURISDICTION OVER THE AGENT OR
ANY BANK, (II) ANY INDEPENDENT AUDITORS OF THE AGENT OR ANY BANK, AND (III) UPON
RECEIPT OF THE PRIOR CONSENT OF THE BORROWERS, WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD, ANY POTENTIAL ASSIGNEES AND PARTICIPANTS.
54
5.17
MAINTENANCE OF BOOKS AND RECORDS.
EACH BORROWER SHALL AND SHALL
CAUSE ITS SUBSIDIARIES TO KEEP ADEQUATE BOOKS AND RECORDS OF ACCOUNT IN WHICH
TRUE AND COMPLETE ENTRIES WILL BE MADE REFLECTING ALL OF ITS BUSINESS AND
FINANCIAL TRANSACTIONS.
SUCH BOOKS AND RECORDS SHALL FORM THE BASIS FOR
PREPARING THE CONSOLIDATED FINANCIAL STATEMENTS OF COURIER AND ITS SUBSIDIARIES
IN ACCORDANCE WITH GAAP, AND SUCH ENTRIES WILL BE MADE IN ACCORDANCE WITH
APPLICABLE LAW INCLUDING, WITHOUT LIMITATION, LAWS WITH RESPECT TO QUESTIONABLE,
IMPROPER OR CORRUPT PAYMENTS.
5.18
USE OF PROCEEDS.
EACH BORROWER SHALL USE THE PROCEEDS OF THE
REVOLVING LOANS AND SWING LINE LOANS FOR THE