PARENT (INCLUDING THE ACCOUNTS
OF THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE), IN EACH CASE OF (A) AND
(B) PRECEDING, EXCEPT TO THE EXTENT THAT NONCOMPLIANCE THEREWITH COULD
REASONABLY BE EXPECTED TO HAVE MATERIAL ADVERSE EFFECT.
6.10
INSPECTION RIGHTS.
PERMIT REPRESENTATIVES AND
INDEPENDENT CONTRACTORS OF THE ADMINISTRATIVE AGENT AND EACH LENDER AT SUCH
PARTIES' OWN EXPENSE (COORDINATED THROUGH THE ADMINISTRATIVE AGENT) 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 REASONABLE TIMES DURING NORMAL BUSINESS HOURS, UPON
REASONABLE ADVANCE NOTICE TO THE BORROWER; PROVIDED, HOWEVER, NOTWITHSTANDING
THE FOREGOING, THAT WHEN AN EVENT OF DEFAULT EXISTS THE ADMINISTRATIVE AGENT OR
ANY LENDER (OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR INDEPENDENT
83
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 CREDIT
EXTENSIONS (I) TO REFINANCE EXISTING INDEBTEDNESS UNDER THE EXISTING CREDIT
AGREEMENT, (II) FOR CAPITAL EXPENDITURES, (III) FOR WORKING CAPITAL; (IV) FOR
REPURCHASES OF EQUITY INTERESTS AND TO MAKE DIVIDENDS AS PERMITTED BY THE TERMS
OF THIS AGREEMENT, (V) TO FINANCE PERMITTED ACQUISITIONS AND INVESTMENTS,
(VI) TO PAY FEES AND EXPENSES RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY,
AND (VII) FOR OTHER GENERAL CORPORATE PURPOSES NOT IN CONTRAVENTION OF ANY LAW
OR OF ANY LOAN DOCUMENT.
6.12
ADDITIONAL GUARANTORS AND COVENANT TO GIVE
SECURITY.
NOTIFY THE ADMINISTRATIVE AGENT AT THE TIME THAT ANY PERSON BECOMES A
DOMESTIC SUBSIDIARY AND WHETHER SUCH SUBSIDIARY IS AN UNRESTRICTED SUBSIDIARY,
AND PROMPTLY THEREAFTER (AND IN ANY EVENT WITHIN 30 DAYS OR SUCH LONGER PERIOD
AS THE ADMINISTRATIVE AGENT MAY AGREE), CAUSE SUCH PERSON THAT IS NOT DESIGNATED
AN UNRESTRICTED SUBSIDIARY TO (A) BECOME A GUARANTOR BY EXECUTING AND DELIVERING
TO THE ADMINISTRATIVE AGENT A COUNTERPART OF THE GUARANTY OR SUCH OTHER DOCUMENT
AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH PURPOSE, (B) EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT A SECURITY AGREEMENT SUPPLEMENT OR SUCH
OTHER DOCUMENT AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH
PERSON TO GRANT A FIRST AND PRIOR PERFECTED LIEN (SUBJECT ONLY TO LIENS
PERMITTED BY SECTION 7.01) IN ALL ASSETS (OTHER THAN EXCLUDED COLLATERAL) OF
SUCH PERSON TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES
(NOTWITHSTANDING THE FOREGOING, SUCH LIENS SHALL NOT BE REQUIRED TO BE PERFECTED
IN NON-PERFECTED COLLATERAL) AND (C) DELIVER TO THE ADMINISTRATIVE AGENT
DOCUMENTS OF THE TYPES REFERRED TO IN CLAUSES (III) AND (IV) OF
SECTION 4.01(A) AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT (PROVIDED THAT NO
SUCH REQUEST SHALL BE MADE WITH RESPECT TO ANY ADDITIONAL GUARANTOR (AND ITS
RELATED LICENSE SUBSIDIARY, IF ANY) IF SUCH ADDITIONAL GUARANTOR (TOGETHER WITH
ITS RELATED LICENSE SUBSIDIARY) WOULD NOT HAVE BEEN A MATERIAL SUBSIDIARY IF IT
HAD BEEN OWNED BY THE BORROWER FOR THE