(INCLUDING AN ABILITY TO RECREATE RECORDS EVIDENCING RECEIVABLES AND INVENTORY
IF THE ORIGINALS ARE DESTROYED), (II) ADEQUATE FACILITIES, PERSONNEL AND
EQUIPMENT AND (III) ALL RECORDS, DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION
NECESSARY OR ADVISABLE FOR COLLECTING THE RECEIVABLES (INCLUDING RECORDS
ADEQUATE TO PERMIT THE IMMEDIATE IDENTIFICATION OF EACH NEW RECEIVABLE AND ALL
COLLECTIONS OF, AND ADJUSTMENTS TO, EACH EXISTING RECEIVABLE).
EACH BORROWER
WILL GIVE
100
ADMINISTRATIVE AGENT PROMPT NOTICE PRIOR TO MAKING ANY MATERIAL CHANGE IN SUCH
ADMINISTRATIVE AND OPERATING PROCEDURES.
(B)
KEEP AND CAUSE EACH OTHER CREDIT PARTY TO KEEP TRUE BOOKS OF
RECORD AND ACCOUNT IN WHICH FULL AND CORRECT ENTRIES IN ACCORDANCE WITH GAAP
WILL BE MADE OF ALL DEALINGS OR TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES.
7.18
CONDUCT OF BUSINESS.
EACH BORROWER WILL AND WILL CAUSE EACH OTHER
CREDIT PARTY TO (AT ITS EXPENSE) (I) COMPLY IN ALL MATERIAL RESPECTS WITH EACH
APPLICABLE CREDIT AND COLLECTION POLICY AND (II) REFRAIN FROM ANY ACTIONS WHICH
MAY ADVERSELY AFFECT IN ANY MATERIAL RESPECT THE RIGHTS OF THE COLLATERAL AGENT
IN THE COLLATERAL.
7.19
LETTERS OF CREDIT.
PROMPTLY FOLLOWING THE COLLATERAL AGENT'S
REQUEST AT ANY TIME DURING AN EVENT OF DEFAULT, DELIVER AND CAUSE EACH OTHER
CREDIT PARTY TO DELIVER TO THE COLLATERAL AGENT EACH LETTER OF CREDIT ISSUED IN
FAVOR OF SUCH BORROWER OR THE APPLICABLE CREDIT PARTY SUPPORTING A RECEIVABLE,
TOGETHER WITH EVIDENCE (SATISFACTORY TO THE COLLATERAL AGENT) THAT THE ISSUING
BANK OR CONFIRMING BANK WITH RESPECT TO SUCH LETTER OF CREDIT SHALL HAVE (I)
BEEN NOTIFIED OF THE ASSIGNMENT THEREOF HEREUNDER TO THE COLLATERAL AGENT, (II)
BEEN REQUESTED TO MAKE PAYMENT THEREUNDER DIRECTLY TO THE MASTER COLLECTION
ACCOUNT AND (III) AGREED TO SUCH REQUEST.
7.20
INVENTORY.
UPON THE REQUEST OF THE COLLATERAL AGENT FROM TIME TO
TIME, PROVIDE TO THE COLLATERAL AGENT WRITTEN STATEMENTS LISTING ITEMS OF
INVENTORY IN REASONABLE DETAIL AS REQUESTED BY THE COLLATERAL AGENT.
EACH
BORROWER SHALL CONDUCT OR CAUSE TO BE CONDUCTED ANNUALLY A PHYSICAL COUNT OF THE
INVENTORY, AND A COPY OF SUCH COUNT SHALL BE PROMPTLY SUPPLIED TO THE COLLATERAL
AGENT ACCOMPANIED BY A REPORT OF THE VALUE (VALUED AT THE FIRST-IN-FIRST-OUT
METHOD) OF SUCH INVENTORY.
EACH BORROWER SHALL CONDUCT SUCH A PHYSICAL COUNT AT
SUCH OTHER TIMES AND AS OF SUCH DATES AS THE COLLATERAL AGENT SHALL REASONABLY
REQUEST.
7.21
LENDER MEETING.
UPON THE REASONABLE REQUEST OF ADMINISTRATIVE
AGENT, THE COMPANY SHALL HOLD AT LEAST ONE MEETING PER YEAR (AT A MUTUALLY
AGREEABLE LOCATION AND TIME OR AT THE OPTION OF ADMINISTRATIVE AGENT, BY
CONFERENCE CALL) WITH ALL OF THE LENDERS AT WHICH MEETING SHALL BE REVIEWED THE
FINANCIAL RESULTS OF THE PREVIOUS FISCAL YEAR AND THE FINANCIAL CONDITION OF THE
COMPANY AND ITS SUBSIDIARIES AND THE BUDGETS PRESENTED FOR THE CURRENT FISCAL
YEAR OF THE COMPANY AND ITS SUBSIDIARIES.
7.22
SENIOR SUBORDINATED NOTES.
ON OR BEFORE THE MATURITY DATE OF THE
SENIOR SUBORDINATED NOTES, THE COMPANY SHALL HAVE REFINANCED THE THEN
OUTSTANDING SENIOR SUBORDINATED NOTES WITH PROCEEDS OF PERMITTED UNSECURED DEBT
PERMITTED BY SECTION 8.2(E)