EFFECT.
4.8
COMPLIANCE WITH LAWS.
THE BORROWER SHALL
COMPLY, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, IN ALL MATERIAL
RESPECTS, WITH ALL REQUIREMENTS OF LAW OF ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER IT OR ITS BUSINESS (INCLUDING, WITHOUT LIMITATION, ALL
ENVIRONMENTAL LAWS), EXCEPT (A)(I) SUCH AS MAY BE CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY PROSECUTED WITHOUT RISK OF LOSS OF ANY
COLLATERAL, (II) AS TO WHICH A BONA FIDE DISPUTE EXISTS, AND (III) FOR WHICH
APPROPRIATE RESERVES HAVE BEEN ESTABLISHED ON THE
33
BORROWER'S FINANCIAL STATEMENTS, OR (B) WHERE THE FAILURE TO COMPLY WOULD NOT
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
4.9
INSPECTION OF PROPERTY AND BOOKS AND
RECORDS.
THE BORROWER SHALL MAINTAIN AND SHALL CAUSE EACH OF ITS SUBSIDIARIES
TO MAINTAIN PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL, TRUE AND CORRECT
ENTRIES IN CONFORMITY WITH GAAP CONSISTENTLY APPLIED SHALL BE MADE OF ALL
FINANCIAL TRANSACTIONS AND MATTERS INVOLVING THE ASSETS AND BUSINESS OF THE
BORROWER AND ITS SUBSIDIARIES.
THE BORROWER SHALL PERMIT, AND SHALL CAUSE EACH
OF ITS SUBSIDIARIES TO PERMIT: (I) REPRESENTATIVES AND INDEPENDENT CONTRACTORS
OF THE AGENT TO VISIT AND INSPECT ANY OF THEIR RESPECTIVE PROPERTY, TO EXAMINE
THEIR RESPECTIVE CORPORATE, FINANCIAL AND OPERATING RECORDS, AND MAKE COPIES
THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS THEIR RESPECTIVE AFFAIRS,
FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, AND INDEPENDENT
PUBLIC ACCOUNTANTS; PROVIDED, THAT (A) IF NO EVENT OF DEFAULT EXISTS, ANY SUCH
VISITS AND INSPECTIONS MAY ONLY OCCUR DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE ADVANCE NOTICE AND THE NUMBER OF SUCH VISITS AND INSPECTIONS COMBINED
SHALL NOT EXCEED MORE THAN ONE (1) TIME PER YEAR, AND (B) IF ANY EVENT OF
DEFAULT EXISTS, ANY SUCH VISITS AND INSPECTIONS MAY OCCUR AT ANY TIME DURING
NORMAL BUSINESS HOURS AND WITHOUT ADVANCE NOTICE; AND (II) REPRESENTATIVES AND
INDEPENDENT CONTRACTORS OF ANY LENDER TO DO ANY OF THE FOREGOING DURING THE
EXISTENCE OF ANY EVENT OF DEFAULT AND, IN ANY SUCH CASE DESCRIBED IN THIS CLAUSE
(II), ANY SUCH VISITS AND INSPECTIONS MAY OCCUR AT ANY TIME DURING NORMAL
BUSINESS HOURS AND WITHOUT ADVANCE NOTICE.
ALL ACTIONS PERMITTED TO BE TAKEN BY
THE AGENT AND ANY LENDER UNDER THIS SECTION 4.9 SHALL BE AT THE SOLE COST AND
EXPENSE OF THE BORROWER.
4.10
USE OF PROCEEDS.
THE BORROWER SHALL USE THE
PROCEEDS OF THE LOANS SOLELY AS FOLLOWS: (A) TO PAY COSTS AND EXPENSES REQUIRED
TO BE PAID PURSUANT TO SECTION 2.1, (B) TO FINANCE THE PAYMENT OF THE CASH
PURCHASE PRICE OF PERMITTED ACQUISITIONS, (C) FOR WORKING CAPITAL AND OTHER
GENERAL CORPORATE PURPOSES OF ITS SUBSIDIARIES NOT IN CONTRAVENTION OF ANY
REQUIREMENT OF LAW AND NOT IN VIOLATION OF THIS AGREEMENT AND (D) WITH RESPECT
TO CAPEX LOANS, ONLY FOR THE PAYMENT OF EXPANSION CAPITAL EXPENDITURES.
FOR
CLARIFICATION, ALL PROCEEDS OF THE LOANS SHALL BE UTILIZED BY THE SUBSIDIARIES
OF BORROWER FOR THE PURPOSES DESCRIBED ABOVE AND, EXCEPT WITH RESPECT TO (A) AND