ITS PROPERTIES, TO EXAMINE ITS BOOKS AND RECORDS
AND TO MAKE COPIES AND TAKE EXTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS,
FINANCES AND ACCOUNTS WITH ANY OF ITS OFFICERS AND WITH ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS
OFTEN AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST AFTER
REASONABLE PRIOR NOTICE TO THE BORROWER; PROVIDED, HOWEVER, IF A DEFAULT OR AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO PRIOR NOTICE SHALL BE
REQUIRED. ALL REASONABLE EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT AND, AT
ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR AN
EVENT OF DEFAULT, ANY LENDERS IN CONNECTION WITH ANY SUCH VISIT, INSPECTION,
AUDIT, EXAMINATION AND DISCUSSIONS SHALL BE BORNE BY THE BORROWER.
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 WHERE THE FAILURE TO DO SO, EITHER INDIVIDUALLY OR IT THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN 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.
IN ADDITION, AND NOT IN LIMITATION
OF THE FOREGOING, THE BORROWER SHALL MAINTAIN AND KEEP IN FORCE INSURANCE
COVERAGE ON ITS INVENTORY, AS IS CONSISTENT WITH BEST INDUSTRY PRACTICES.
THE
BORROWER SHALL AT ALL TIMES CAUSE THE ADMINISTRATIVE AGENT TO BE NAMED AS
ADDITIONAL INSURED ON ALL OF ITS CASUALTY AND LIABILITY POLICIES.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE BORROWER WILL USE THE PROCEEDS OF
ALL LOANS TO FINANCE WORKING CAPITAL NEEDS, TO REFINANCE EXISTING DEBT, TO
FINANCE PERMITTED ACQUISITIONS AND FOR OTHER GENERAL CORPORATE PURPOSES OF THE
BORROWER AND ITS SUBSIDIARIES. NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED,
WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT WOULD VIOLATE ANY RULE OR
REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, INCLUDING
REGULATIONS T, U OR X.
ALL LETTERS OF CREDIT WILL BE USED FOR GENERAL CORPORATE
PURPOSES.
ADDITIONAL SUBSIDIARIES.
THE BORROWER MAY, AFTER THE CLOSING DATE, ACQUIRE OR FORM ADDITIONAL DOMESTIC
SUBSIDIARIES SO LONG AS THE BORROWER, WITHIN TEN (10) BUSINESS DAYS AFTER ANY
SUCH DOMESTIC SUBSIDIARY IS ACQUIRED OR FORMED, (I) NOTIFIES THE ADMINISTRATIVE
AGENT AND THE LENDERS THEREOF AND (II) CAUSES SUCH DOMESTIC SUBSIDIARY TO BECOME
A SUBSIDIARY LOAN PARTY BY EXECUTING AGREEMENTS IN THE FORM OF ANNEX I TO THE
SUBSIDIARY GUARANTY AGREEMENT AND ANNEX I TO INDEMNITY AND CONTRIBUTION
AGREEMENT AND (III) CAUSES SUCH DOMESTIC SUBSIDIARY TO DELIVER SIMULTANEOUSLY
THEREWITH SIMILAR DOCUMENTS APPLICABLE TO SUCH DOMESTIC SUBSIDIARY DESCRIBED IN
SECTION 3.1 AS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
THE BORROWER SHALL NOT ACQUIRE