AGENT, AND (B) FOR ANY OTHER MATTERS
WHICH THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE.
6.08
COMPLIANCE WITH LAWS.
COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES
APPLICABLE TO IT OR TO ITS BUSINESS OR PROPERTY, EXCEPT IN SUCH INSTANCES IN
WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED; OR (B)
THE FAILURE TO COMPLY THEREWITH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.09
BOOKS AND RECORDS.
MAINTAIN PROPER BOOKS OF RECORD IN CONFORMITY
WITH GAAP CONSISTENTLY APPLIED REGARDING ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND BUSINESS OF THE BORROWER OR SUCH RESTRICTED SUBSIDIARY,
AS THE CASE MAY BE.
6.10
INSPECTION RIGHTS.
PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF THE ADMINISTRATIVE AGENT AND EACH LENDER TO VISIT AND INSPECT ANY
OF ITS PROPERTIES, TO EXAMINE ITS CORPORATE, FINANCIAL AND OPERATING RECORDS,
AND MAKE COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS,
FINANCES AND ACCOUNTS WITH ITS DIRECTORS, OFFICERS, AND INDEPENDENT PUBLIC
ACCOUNTANTS, ALL AT THE EXPENSE OF THE BORROWER AND AT SUCH REASONABLE TIMES
DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY DESIRED, UPON
REASONABLE ADVANCE NOTICE TO THE BORROWER; PROVIDED, HOWEVER, THAT WHEN AN EVENT
OF DEFAULT EXISTS THE ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OR INDEPENDENT CONTRACTORS) MAY DO ANY OF THE
FOREGOING AT THE EXPENSE OF THE BORROWER AT ANY TIME DURING NORMAL BUSINESS
HOURS AND WITHOUT ADVANCE NOTICE.
6.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE BRIDGE BORROWING (A) TO
PARTIALLY FINANCE THE ACQUISITION, (B) TO REFINANCE OUTSTANDING INDEBTEDNESS
UNDER THE EXISTING CREDIT AGREEMENT, (C) TO RETIRE THE OUTSTANDING INDEBTEDNESS
UNDER THE COMERICA CREDIT FACILITY AND THE SCISSORTAIL CREDIT FACILITY, AND (D)
FOR THE PAYMENT OF FEES AND EXPENSES RELATING TO THE ACQUISITION, THE CREDIT
AGREEMENT AND THIS AGREEMENT.
6.12
ADDITIONAL GUARANTORS.
NOTIFY THE ADMINISTRATIVE AGENT AT THE TIME
THAT ANY PERSON BECOMES A RESTRICTED SUBSIDIARY OF THE BORROWER, AND PROMPTLY
THEREAFTER (AND IN ANY EVENT WITHIN 15 DAYS), CAUSE SUCH PERSON TO (A) BECOME A
GUARANTOR BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A COUNTERPART
OF THE GUARANTY OR A JOINDER THERETO IN THE FORM ATTACHED AS EXHIBIT F, AND (B)
DELIVER TO THE ADMINISTRATIVE AGENT DOCUMENTS OF THE TYPES REFERRED TO IN
CLAUSES (III) AND (IV) OF SECTION 4.01(A) AND, UPON REQUEST OF THE
ADMINISTRATIVE AGENT, FAVORABLE OPINIONS OF COUNSEL TO SUCH PERSON (WHICH SHALL
COVER, AMONG OTHER THINGS, THE
50
LEGALITY, VALIDITY, BINDING EFFECT AND ENFORCEABILITY OF THE DOCUMENTATION
REFERRED TO IN CLAUSE (A)), ALL IN FORM, CONTENT AND SCOPE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
6.13
ENVIRONMENTAL MATTERS; ENVIRONMENTAL REVIEWS.
(A)
(I) COMPLY IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS
NOW OR HEREAFTER APPLICABLE TO SUCH PERSON AS WELL AS ALL CONTRACTUAL
OBLIGATIONS AND AGREEMENTS WITH RESPECT TO ENVIRONMENTAL REMEDIATION OR OTHER
ENVIRONMENTAL MATTERS, (II) OBTAIN, AT OR PRIOR