FROM THEIR BOOKS AND RECORDS, AND TO
DISCUSS THEIR AFFAIRS, FINANCES AND ACCOUNTS WITH THEIR OFFICERS AND INDEPENDENT
PUBLIC ACCOUNTANTS, AND (II) TO INSPECT, REVIEW, EVALUATE AND MAKE PHYSICAL
VERIFICATIONS AND APPRAISALS OF ANY IMPROVEMENTS, INVENTORY AND OTHER COLLATERAL
IN ANY MANNER THAT SUCH LENDER CONSIDERS REASONABLY ADVISABLE, ALL AT THE
EXPENSE OF THE BORROWERS AND ALL UPON REASONABLE NOTICE AND AT SUCH REASONABLE
TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY
60
REASONABLY BE REQUESTED, BUT AT ANY TIME OR FROM TIME TO TIME FOLLOWING THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT.
(B)
THE BORROWERS WILL, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT
OR MAJORITY LENDERS, PARTICIPATE IN A MEETING OF THE ADMINISTRATIVE AGENT AND
LENDERS ONCE DURING EACH FISCAL YEAR TO BE HELD AT THE BORROWERS' PRINCIPAL
OFFICES (OR AT SUCH OTHER LOCATION AS MAY BE AGREED TO BY THE BORROWERS AND
ADMINISTRATIVE AGENT) AT SUCH TIME AS MAY BE AGREED TO BY THE BORROWERS AND THE
ADMINISTRATIVE AGENT.
6.6
MAINTENANCE OF BOOKS AND RECORDS.
THE BORROWERS AND EACH OF THEIR
SUBSIDIARIES SHALL KEEP ADEQUATE BOOKS AND RECORDS OF ACCOUNT, IN WHICH TRUE AND
COMPLETE ENTRIES WILL BE MADE REFLECTING ALL OF THEIR BUSINESS AND FINANCIAL
TRANSACTIONS, AND SUCH ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED AND APPLICABLE LAW.
6.7
USE OF PROCEEDS.
(A)
THE BORROWERS WILL USE THE PROCEEDS OF THE TERM LOANS TO FINANCE
THE ACQUISITION, TO REPAY ALL OUTSTANDING INDEBTEDNESS UNDER THE EXISTING CREDIT
AGREEMENT AND TO PAY FEES AND EXPENSES ASSOCIATED WITH THE ACQUISITION AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY.
THEREAFTER, THE REMAINDER OF THE TERM
LOANS AND THE REVOLVING CREDIT LOANS SHALL BE AVAILABLE, SUBJECT TO THE TERMS OF
THE LOAN DOCUMENTS, FOR WORKING CAPITAL, TO FINANCE CAPITAL EXPENDITURES AND FOR
OTHER GENERAL CORPORATE OR LIMITED LIABILITY COMPANY PURPOSES.
(B)
NO PORTION OF ANY LOAN SHALL BE USED FOR THE "PURPOSE OF
PURCHASING OR CARRYING" ANY "MARGIN STOCK" OR "MARGIN SECURITY" AS SUCH TERMS
ARE USED IN REGULATIONS T, U AND X OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM, OR OTHERWISE IN VIOLATION OF SUCH REGULATIONS.
6.8
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME, PROMPTLY
FOLLOWING THE WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL,
AND SHALL CAUSE EACH OF THEIR SUBSIDIARIES TO, EXECUTE AND DELIVER SUCH FURTHER
DOCUMENTS AND TAKE SUCH FURTHER ACTION AS MAY REASONABLY BE REQUESTED BY THE
ADMINISTRATIVE AGENT (A) TO OBTAIN THE FULL BENEFITS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, (B) TO PROTECT, PRESERVE, MAINTAIN AND ENFORCE THE
LENDERS' RIGHTS IN (AND THE PRIORITY OF THE LENDERS' LIEN ON) ANY COLLATERAL OR
(C) TO ENABLE THE ADMINISTRATIVE AGENT AND EACH LENDER TO EXERCISE ALL OR ANY OF
THE RIGHTS, REMEDIES AND POWERS GRANTED HEREIN OR IN ANY OTHER LOAN DOCUMENT.
6.9
NOTIFICATION REQUIREMENTS.
THE BORROWERS SHALL FURNISH TO THE
ADMINISTRATIVE AGENT:
(A)
PROMPTLY UPON BECOMING AWARE OF THE EXISTENCE OF ANY CONDITION OR
EVENT THAT CONSTITUTES A DEFAULT, WRITTEN