TO MAKE ANY SUCH PAYMENT COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.6.
BOOKS AND RECORDS. THE BORROWER WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL,
TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN
RELATION TO ITS BUSINESS AND ACTIVITIES TO THE EXTENT NECESSARY TO PREPARE THE
CONSOLIDATED FINANCIAL STATEMENTS OF BORROWER IN CONFORMITY WITH GAAP.
SECTION 5.7.
VISITATION, INSPECTION, ETC.
THE BORROWER WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT AT ANY REASONABLE TIME AND FROM TIME
TO TIME AND UPON REASONABLE NOTICE, THE ADMINISTRATIVE AGENT OR ANY OF ITS
AGENTS OR REPRESENTATIVES, TO (I) PERMIT THE ADMINISTRATIVE AGENT OR ANY
REPRESENTATIVES THEREOF TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE
RECORDS AND BOOKS OF ACCOUNT OF, AND VISIT THE PROPERTIES OF, THE BORROWER AND
ANY OF ITS SUBSIDIARIES, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE BORROWER AND ANY OF ITS SUBSIDIARIES WITH ANY OF THEIR OFFICERS OR DIRECTORS
AND (II) USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE FOR THE ADMINISTRATIVE
AGENT OR ANY REPRESENTATIVES THEREOF (IN THE PRESENCE OF REPRESENTATIVES OF THE
BORROWER) TO MEET WITH THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS; PROVIDED,
HOWEVER, IF AN EVENT OF DEFAULT HAS OCCURRED AND 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
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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, 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 REFINANCE EXISTING DEBT, TO FINANCE WORKING
CAPITAL NEEDS AND