TO A GROUP COMPANY BY VIRTUE OF SUCH ERISA
AFFILIATE'S ACTS OR FAILURE TO ACT.
95
SECTION 6.09
BOOKS AND RECORDS; LENDER MEETING.
EACH OF THE GROUP COMPANIES
WILL KEEP COMPLETE AND ACCURATE BOOKS AND RECORDS OF ITS TRANSACTIONS IN
ACCORDANCE WITH GOOD ACCOUNTING PRACTICES ON THE BASIS OF GAAP (INCLUDING THE
ESTABLISHMENT AND MAINTENANCE OF APPROPRIATE RESERVES).
IF THE ADMINISTRATIVE
AGENT SO REQUESTS, THE BORROWER WILL CONDUCT A MEETING OF THE LENDERS WITHIN 90
DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER TO DISCUSS SUCH FISCAL
YEAR'S RESULTS AND THE FINANCIAL CONDITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES.
THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF
THE BORROWER AND SUCH OTHER OFFICERS OF THE BORROWER AS THE BORROWER'S CHIEF
EXECUTIVE OFFICER SHALL DESIGNATE SHALL BE PRESENT AT EACH SUCH MEETING.
SUCH
MEETINGS SHALL BE HELD AT TIMES AND PLACES CONVENIENT TO THE LENDERS AND TO THE
BORROWER.
SECTION 6.10
INSPECTION RIGHTS.
UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS (BUT NO MORE FREQUENTLY THAN TWICE PER YEAR UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING), EACH OF THE GROUP COMPANIES WILL PERMIT
REPRESENTATIVES APPOINTED BY THE AGENTS, INCLUDING AGENTS, EMPLOYEES, ATTORNEYS
AND APPRAISERS, TO VISIT AND INSPECT ITS PROPERTY, INCLUDING ITS BOOKS AND
RECORDS, ITS ACCOUNTS RECEIVABLE AND INVENTORY, ITS FACILITIES AND ITS OTHER
BUSINESS ASSETS, AND TO MAKE PHOTOCOPIES OR PHOTOGRAPHS THEREOF AND TO WRITE
DOWN AND RECORD ANY INFORMATION SUCH REPRESENTATIVES OBTAIN AND SHALL PERMIT THE
AGENTS OR SUCH REPRESENTATIVES TO INVESTIGATE AND VERIFY THE ACCURACY OF
INFORMATION PROVIDED TO THE LENDERS AND TO DISCUSS ALL SUCH MATTERS WITH THE
OFFICERS, EMPLOYEES, INDEPENDENT ACCOUNTANTS, ATTORNEYS AND REPRESENTATIVES OF
THE GROUP COMPANIES.
SECTION 6.11
USE OF PROCEEDS.
THE BORROWER WILL USE THE PROCEEDS OF THE LOANS
AND WILL USE THE LETTERS OF CREDIT SOLELY FOR THE PURPOSES SET FORTH IN SECTION
5.18.
SECTION 6.12
ADDITIONAL LOAN PARTIES; ADDITIONAL SECURITY.
(A)
ADDITIONAL SUBSIDIARY GUARANTORS.
EACH OF HOLDINGS AND THE
BORROWER WILL TAKE, AND WILL CAUSE EACH OF ITS SUBSIDIARIES (OTHER THAN FOREIGN
SUBSIDIARIES, EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION (D) BELOW) TO TAKE,
SUCH ACTIONS FROM TIME TO TIME AS SHALL BE NECESSARY TO ENSURE THAT ALL
SUBSIDIARIES OF HOLDINGS (OTHER THAN THE BORROWER AND FOREIGN SUBSIDIARIES,
EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION (D) BELOW) ARE SUBSIDIARY
GUARANTORS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF ANY GROUP
COMPANY SHALL FORM OR ACQUIRE ANY NEW SUBSIDIARY, THE BORROWER, AS SOON AS
PRACTICABLE AND IN ANY EVENT WITHIN 30 DAYS AFTER SUCH FORMATION OR ACQUISITION,
WILL PROVIDE THE COLLATERAL AGENT WITH NOTICE OF SUCH FORMATION OR ACQUISITION
SETTING FORTH IN REASONABLE DETAIL A DESCRIPTION OF ALL OF THE ASSETS OF SUCH
NEW SUBSIDIARY AND WILL CAUSE SUCH NEW SUBSIDIARY (OTHER THAN A FOREIGN
SUBSIDIARY, EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION (D) BELOW) TO:
(I)
WITHIN 30 DAYS AFTER SUCH FORMATION OR ACQUISITION, EXECUTE AN
ACCESSION AGREEMENT PURSUANT TO WHICH SUCH NEW SUBSIDIARY SHALL AGREE TO BECOME
A "GUARANTOR"