CONCERNING AN ERISA EVENT;
AND (IV) SUCH OTHER DOCUMENTS OR GOVERNMENTAL REPORTS OR FILINGS RELATING TO ANY
PLAN (OR EMPLOYEE BENEFIT PLAN SPONSORED OR CONTRIBUTED TO BY ANY COMPANY) AS
THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
SECTION 5.07
MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS; ANNUAL MEETINGS.
(A)
KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES IN CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW ARE MADE OF
ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES. EACH
OF BORROWER AND ITS RESTRICTED SUBSIDIARIES WILL PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO VISIT AND INSPECT THE
FINANCIAL RECORDS AND THE PROPERTY OF BORROWER OR SUCH RESTRICTED SUBSIDIARY AT
REASONABLE TIMES UPON REASONABLE ADVANCE NOTICE AND TO MAKE EXTRACTS FROM AND
COPIES OF SUCH FINANCIAL RECORDS; PROVIDED THAT, SO LONG AS NO EVENT OF DEFAULT
THEN EXISTS, SUCH INSPECTION OR VISIT SHALL BE LIMITED TO ONE (1) PER FISCAL
YEAR OF BORROWER, AND PERMIT ANY REPRESENTATIVES DESIGNATED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER TO DISCUSS THE AFFAIRS, FINANCES, ACCOUNTS
AND CONDITION OF BORROWER OR ANY RESTRICTED SUBSIDIARY WITH ITS OFFICERS AND, IN
THE PRESENCE OF SUCH OFFICERS, OTHER EMPLOYEES THEREOF AND ADVISORS THEREFOR
(INCLUDING INDEPENDENT ACCOUNTANTS).
(B)
WITHIN 150 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE
COMPANIES, AT THE REQUEST OF THE ADMINISTRATIVE AGENT OR REQUIRED LENDERS, HOLD
A MEETING (AT A MUTUALLY AGREEABLE LOCATION, VENUE AND TIME OR, AT THE OPTION OF
THE ADMINISTRATIVE AGENT, BY CONFERENCE CALL, THE COSTS OF SUCH VENUE OR CALL TO
BE PAID BY BORROWER) WITH ALL LENDERS WHO CHOOSE TO ATTEND SUCH MEETING, AT
WHICH MEETING SHALL BE REVIEWED THE FINANCIAL RESULTS OF THE PREVIOUS FISCAL
YEAR AND THE FINANCIAL CONDITION OF THE COMPANIES AND THE BUDGETS PRESENTED FOR
THE CURRENT FISCAL YEAR OF THE COMPANIES.
SECTION 5.08
USE OF PROCEEDS. USE THE PROCEEDS OF THE LOANS ONLY
FOR THE PURPOSES SET FORTH IN SECTION 3.12 AND REQUEST THE ISSUANCE OF LETTERS
OF CREDIT ONLY FOR THE PURPOSES SET FORTH IN THE DEFINITION OF COMMERCIAL LETTER
OF CREDIT OR STANDBY LETTER OF CREDIT, AS THE CASE MAY BE.
SECTION 5.09
COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL
REPORTS.
(A)
COMPLY, AND USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL
LESSEES AND OTHER PERSONS OCCUPYING REAL PROPERTY OWNED, OPERATED OR LEASED BY
ANY COMPANY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS APPLICABLE TO THE OPERATIONS OF THE APPLICABLE LOAN PARTY,
RESTRICTED SUBSIDIARY, LESSEES OR OTHER PERSONS, AS THE
104
CASE MAY BE, AND REAL PROPERTY; OBTAIN AND RENEW ALL MATERIAL ENVIRONMENTAL
PERMITS APPLICABLE TO ITS OPERATIONS AND REAL PROPERTY; AND CONDUCT ALL
RESPONSES REQUIRED BY, AND IN ACCORDANCE WITH, ENVIRONMENTAL LAWS; PROVIDED THAT
NO COMPANY SHALL BE REQUIRED TO UNDERTAKE ANY RESPONSE TO THE EXTENT THAT ITS
OBLIGATION TO DO SO IS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS
AND APPROPRIATE RESERVES ARE BEING MAINTAINED WITH RESPECT TO SUCH CIRCUMSTANCES
IN ACCORDANCE