MAKE EXTRACTS FROM ITS RELEVANT BOOKS AND RECORDS,
INCLUDING, BUT NOT LIMITED TO, MANAGEMENT LETTERS PREPARED BY INDEPENDENT
ACCOUNTANTS, AND
(C)
AFTER REASONABLE PRIOR NOTICE OF ITS INTENT TO DO SO, DISCUSS WITH
ITS PRINCIPAL OFFICERS AND ITS INDEPENDENT ACCOUNTANTS, ITS BUSINESS, ASSETS,
LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS PROSPECTS.
Representatives of the Lenders may accompany the Administrative Agent on such
visits and, if the Administrative Agent shall have furnished to the Lenders
fewer than four reports of Field Exams conducted with respect to the Borrower
within the previous 12 months, any Lender may, subject to the other terms and
conditions of this Section 9.9 applicable to the Administrative Agent, make such
visits to the Borrower on its own.
The Administrative Agent and the Lenders
will take all reasonable steps to minimize any disruption of the Borrower's
operations that might be caused by the Lenders' exercising any such inspection
privileges and will coordinate with and through the Administrative Agent, any
visits to the Borrower's premises.
SECTION 9.10
USE OF PROCEEDS.
(A)
USE THE PROCEEDS OF ALL LOANS FOR WORKING CAPITAL AND GENERAL
BUSINESS PURPOSES, EXCLUDING THE REPURCHASE OF SENIOR NOTES,
76
(B)
NOT USE ANY PART OF SUCH PROCEEDS FOR ANY PURPOSE WHICH WOULD
INVOLVE A VIOLATION OF REGULATION G OR U OR T OR X OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM, OR FOR ANY OTHER PURPOSE PROHIBITED BY LAW OR BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
SECTION 9.11
SUBSIDIARY GUARANTIES.
UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, CAUSE ANY PERSON WHICH IS, OR
BECOMES AFTER THE EFFECTIVE DATE, A SUBSIDIARY ORGANIZED UNDER THE LAWS OF ANY
JURISDICTION WITHIN THE UNITED STATES, TO EXECUTE AND DELIVER A GUARANTY OF THE
SECURED OBLIGATIONS (OR ANY PART THEREOF SPECIFIED BY THE ADMINISTRATIVE AGENT)
AND A SECURITY AGREEMENT, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT, UNLESS SUCH SUBSIDIARY IS EXPRESSLY PROHIBITED BY STATUTE
FROM ISSUING A GUARANTY OR SECURITY AGREEMENT.
SECTION 9.12
HAZARDOUS WASTE AND SUBSTANCES.
IN ADDITION TO, AND NOT
IN DEROGATION OF, THE REQUIREMENTS OF SECTION 9.2 AND OF THE SECURITY DOCUMENTS,
COMPLY WITH ALL LAWS, GOVERNMENTAL STANDARDS AND REGULATIONS APPLICABLE TO THE
BORROWER OR TO ANY OF ITS ASSETS IN RESPECT OF OCCUPATIONAL HEALTH AND SAFETY
LAWS, RULES AND REGULATIONS AND ENVIRONMENTAL LAWS (UNLESS SUCH LAWS, RULES,
STANDARDS OR REGULATIONS ARE BEING CONTESTED BY THE BORROWER IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND ADEQUATE RESERVES THEREFOR HAVE BEEN ESTABLISHED ON
THE BOOKS OF THE BORROWER), PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT OF ITS
RECEIPT OF ANY NOTICE OF A VIOLATION OF ANY SUCH LAW, RULE, STANDARD OR
REGULATION AND INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH LENDER
HARMLESS FROM ALL LOSS, COST, DAMAGE, LIABILITY, CLAIM AND EXPENSE INCURRED BY
OR IMPOSED UPON THE ADMINISTRATIVE AGENT OR ANY LENDER ON ACCOUNT OF THE
BORROWER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS SECTION 9.12.
SECTION 9.13
MERGER OF RAUCH.
IF THE RAUCH SALE HAS NOT BEEN