TO ANY
MATERIAL PORTION OF THE COLLATERAL OR THE COMMENCEMENT OF ANY ACTION OR
PROCEEDING FOR THE TAKING OF ANY MATERIAL PORTION OF OR ANY MATERIAL INTEREST IN
THE COLLATERAL UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR
PROCEEDING.
SECTION 5.09. BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS. EACH OF HOLDINGS
AND THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, KEEP PROPER BOOKS OF
RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES. EACH OF
HOLDINGS AND THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER, UPON
REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE AND
MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES
AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS, ALL AT SUCH
REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED.
SECTION 5.10. COMPLIANCE WITH LAWS. EACH OF HOLDINGS AND THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL REQUIREMENTS OF LAW WITH RESPECT
TO IT OR ITS PROPERTY EXCEPT TO THE EXTENT THAT THE FAILURE TO DO SO,
INDIVIDUALLY
50
OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
SECTION 5.11. USE OF PROCEEDS. THE PROCEEDS OF THE REVOLVING LOANS WILL BE USED
ONLY FOR GENERAL CORPORATE PURPOSES, INCLUDING PERMITTED ACQUISITIONS. NO PART
OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR
ANY PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD,
INCLUDING REGULATIONS T, U AND X.
SECTION 5.12. ADDITIONAL SUBSIDIARIES. IF ANY ADDITIONAL SUBSIDIARY IS FORMED OR
ACQUIRED AFTER THE EFFECTIVE DATE, THE BORROWER WILL, WITHIN THIRTY BUSINESS
DAYS AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED, NOTIFY THE ADMINISTRATIVE
AGENT AND THE LENDERS THEREOF.
SECTION 5.13. FURTHER ASSURANCES. (A)
EACH OF HOLDINGS AND THE BORROWER WILL,
AND WILL CAUSE EACH SUBSIDIARY LOAN PARTY TO, EXECUTE ANY AND ALL FURTHER
DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH
FURTHER ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS,
FIXTURE FILINGS, MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS), THAT MAY BE
REQUIRED UNDER ANY APPLICABLE LAW, OR THAT THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS MAY REASONABLY REQUEST, TO CAUSE THE EFFECTIVE DATE GUARANTEE
REQUIREMENT TO BE AND REMAIN SATISFIED AND TO CAUSE THE COLLATERAL AND GUARANTEE
REQUIREMENT, IF SATISFIED, TO REMAIN SATISFIED, ALL AT THE EXPENSE OF THE LOAN
PARTIES. EACH OF HOLDINGS AND THE BORROWER ALSO AGREES TO PROVIDE TO THE
ADMINISTRATIVE AGENT, FROM TIME TO TIME UPON REQUEST, EVIDENCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AS TO THE PERFECTION AND PRIORITY OF
THE LIENS CREATED OR INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS.
(B)
IN THE EVENT THAT THE COLLATERAL AND GUARANTEE REQUIREMENT HAS BEEN
SATISFIED, IF ANY MATERIAL ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS
THERETO OR ANY INTEREST THEREIN WITH A FAIR