COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS APPLICABLE TO IT OR ITS BUSINESS OR PROPERTY AND ALL
ORDERS, WRITS, INJUNCTIONS AND DECREES BINDING ON IT OR 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.
(A) MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP IN ALL
MATERIAL RESPECTS CONSISTENTLY APPLIED SHALL BE MADE OF THE FINANCIAL
TRANSACTIONS AND MATTERS INVOLVING THE ASSETS AND BUSINESS OF THE BORROWER OR
SUCH SUBSIDIARY, AS THE CASE MAY BE; AND (B) MAINTAIN SUCH BOOKS OF RECORD AND
ACCOUNT IN MATERIAL CONFORMITY WITH ALL APPLICABLE REQUIREMENTS OF ANY
GOVERNMENTAL AUTHORITY HAVING REGULATORY JURISDICTION OVER THE BORROWER OR SUCH
SUBSIDIARY, AS THE CASE MAY BE.
6.10
INSPECTION RIGHTS.
PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF EACH 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 (AT
WHICH AN AUTHORIZED REPRESENTATIVE OF THE BORROWER SHALL BE ENTITLED TO BE
PRESENT), ALL AT THE REASONABLE EXPENSE OF THE BORROWER AND AT SUCH REASONABLE
TIMES DURING NORMAL BUSINESS HOURS AND SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, NO MORE FREQUENTLY THAN ONCE PER FISCAL QUARTER,
UPON REASONABLE ADVANCE NOTICE TO THE BORROWER; PROVIDED, HOWEVER, THAT (A)
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER SHALL
NOT BE RESPONSIBLE FOR THE EXPENSE OF ANY SUCH INSPECTIONS OTHER THAN TWO
INSPECTIONS PER YEAR BY THE ADMINISTRATIVE AGENT, AND (B) WHEN AN EVENT OF
DEFAULT EXISTS ANY 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.
(A)
THE PROCEEDS OF THE INITIAL FIRST LIEN TERM ADVANCE SHALL BE USED
TO REPAY IN FULL THE PRINCIPAL OF THE INDEBTEDNESS UNDER THE EXISTING FACILITY
AND FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
(B)
THE PROCEEDS OF THE TERM FACILITY (OTHER THAN THE INITIAL FIRST
LIEN TERM ADVANCE) SHALL BE USED TO REDEEM, REPURCHASE OR RETIRE THE EXISTING
NOTES PURSUANT TO THE DEBT TENDER OFFER OR TO DEFEASE THE EXISTING NOTES IN
ACCORDANCE WITH THE TERMS THEREOF OR TO PURCHASE EXISTING NOTES PURSUANT TO THE
COC PUT OFFER, AND THEREAFTER, ON OR PROMPTLY AFTER THE EXISTING NOTES REPAYMENT
DATE, TO (I) REFINANCE, IN PART, THE ACQUISITION LOAN (OR ANY INDEBTEDNESS
INCURRED TO REFINANCE THE ACQUISITION LOAN), (II) REPAY REVOLVING CREDIT LOANS
TO THE EXTENT (AND ONLY TO THE EXTENT) SUCH LOANS ARE INCURRED