PREMIUMS) PRIOR WRITTEN NOTICE GIVEN BY THE INSURER
TO ADMINISTRATIVE AGENT.
Administrative Agent shall be entitled, upon reasonable advance notice, to
review and/or receive copies of, the insurance policies of the Loan Parties and
their respective Subsidiaries carried and maintained with respect to the Loan
Parties' obligations under this Subsection 2.2. Notwithstanding anything to the
contrary herein, no provision of this Subsection 2.2 or any provision of this
Agreement shall impose on Administrative Agent and the Lenders any duty or
obligation to verify the existence or adequacy of the insurance coverage
maintained by the Loan Parties and their respective Subsidiaries, nor shall
Administrative Agent and the Lenders be responsible for any representations or
warranties made by or on behalf of the Loan Parties and their respective
Subsidiaries to any insurance broker, company or underwriter.
Administrative
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Agent, at its sole option, may obtain any insurance required hereunder if not
provided by the Loan Parties and in such event, the Loan Parties shall reimburse
Administrative Agent upon demand for the cost thereof.
2.3
INSPECTION.
THE LOAN PARTIES WILL PERMIT,
AND WILL CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO PERMIT, AT THE EXPENSE
OF THE LOAN PARTIES, ANY AUTHORIZED REPRESENTATIVES OF ADMINISTRATIVE AGENT
(TOGETHER WITH ANY AUTHORIZED REPRESENTATIVES OF ANY LENDER THAT DESIRES TO HAVE
ITS AUTHORIZED REPRESENTATIVES ACCOMPANY ADMINISTRATIVE AGENT'S AUTHORIZED
REPRESENTATIVES) (A) TO VISIT AND INSPECT ANY OF THE PROPERTIES OF THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES, INCLUDING THEIR FINANCIAL AND
ACCOUNTING RECORDS, AND TO MAKE COPIES AND TAKE EXTRACTS THEREFROM, AND (B) TO
DISCUSS THEIR AFFAIRS, FINANCES AND BUSINESS WITH THEIR OFFICERS, EMPLOYEES AND
CERTIFIED PUBLIC ACCOUNTANTS, IN EACH CASE UPON REASONABLE PRIOR NOTICE AT SUCH
REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY
REQUESTED; PROVIDED, THAT, EXCEPT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH VISIT OR INSPECTION BY ADMINISTRATIVE AGENT IN EXCESS OF ONE (1) VISIT OR
INSPECTION DURING A CALENDAR YEAR SHALL NOT BE AT THE LOAN PARTIES' EXPENSE BUT
SHALL BE AT THE SOLE EXPENSE OF ADMINISTRATIVE AGENT OR LENDERS; PROVIDED,
FURTHER, THAT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE AUTHORIZED
REPRESENTATIVES OF ADMINISTRATIVE AGENT AND ANY LENDER MAY CONDUCT SUCH VISITS
AND INSPECTIONS AND ENGAGE IN SUCH DISCUSSIONS WITHOUT NOTICE AND AS FREQUENTLY
AND AT SUCH TIMES AS THEY MAY SPECIFY.
2.4
LEGAL EXISTENCE, ETC.
EXCEPT AS OTHERWISE
PERMITTED BY SUBSECTIONS 3.6 OR 3.7 OR AS CONTEMPLATED ON SCHEDULE 5.19 OF THIS
AGREEMENT, THE LOAN PARTIES WILL, AND WILL CAUSE THEIR RESPECTIVE SUBSIDIARIES
TO AT ALL TIMES PRESERVE AND KEEP IN FULL FORCE AND EFFECT, THEIR LEGAL
EXISTENCE AND GOOD STANDING AND ALL RIGHTS AND FRANCHISES (INCLUDING THE
LICENSES), EXCEPT AS PERMITTED HEREUNDER AND AS WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
2.5
USE OF PROCEEDS.
THE LOAN PARTIES WILL USE
THE PROCEEDS OF THE LOANS, AND WILL CAUSE ANY OF THEIR RESPECTIVE SUBSIDIARIES
WHO RECEIVE (DIRECTLY OR INDIRECTLY) PROCEEDS OF THE LOANS TO USE SUCH PROCEEDS,
SOLELY FOR WORKING