STATEMENTS REQUIRED BY SECTION 8.01(A) TO BE
DELIVERED FOR EACH YEAR, THE BORROWER WILL FURNISH OR CAUSE TO BE FURNISHED, AND
WILL CAUSE TO BE FURNISHED FOR THE RESTRICTED SUBSIDIARIES, TO THE AGENT
CERTIFICATES OF INSURANCE COVERAGE FROM AN INSURER IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND, IF REQUESTED, WILL FURNISH THE AGENT
COPIES OF THE APPLICABLE POLICIES.
(C)
OPERATION OF PROPERTIES.
THE BORROWER WILL
AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, EXCEPT OTHERWISE AS PERMITTED BY
SECTION 9.08 OR 9.14 OF THIS AGREEMENT, OPERATE ITS PROPERTIES OR CAUSE SUCH
PROPERTIES TO BE OPERATED IN A CAREFUL AND EFFICIENT MANNER IN ACCORDANCE WITH
THE PRACTICES OF THE INDUSTRY AND IN COMPLIANCE WITH ALL APPLICABLE CONTRACTS
AND AGREEMENTS AND IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL GOVERNMENTAL
REQUIREMENTS EXCEPT WHERE SUCH NON-COMPLIANCE COULD NOT REASONABLY BE EXPECTED
INDIVIDUALLY OR IN THE AGGREGATE TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 8.04.
GUARANTY APPROVAL.
No later than 180 days after the Closing Date, the Borrower will cause Laurel
Pipe Line to satisfy all Governmental Requirements necessary for the execution,
delivery and performance by Laurel Pipe Line of a Guaranty and, promptly after
the satisfaction of such Governmental Requirements, the Borrower shall cause
Laurel Pipe Line to execute and deliver a Guaranty and such other related
documents as the Agent or special counsel to the Agent may reasonably request.
SECTION 8.05.
ENVIRONMENTAL MATTERS.
(A)
ESTABLISHMENT OF PROCEDURES.
THE BORROWER
WILL AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, ESTABLISH AND IMPLEMENT SUCH
PROCEDURES AS MAY BE REASONABLY NECESSARY TO DETERMINE AND ASSURE THAT ANY
FAILURE OF THE FOLLOWING, IF APPLICABLE, DOES NOT HAVE A MATERIAL ADVERSE
EFFECT: (I) ALL PROPERTY OF THE BORROWER AND THE RESTRICTED SUBSIDIARIES, AND
THE OPERATIONS CONDUCTED THEREON AND OTHER ACTIVITIES OF THE BORROWER AND THE
RESTRICTED SUBSIDIARIES, ARE IN COMPLIANCE WITH AND DO NOT VIOLATE THE
REQUIREMENTS OF ANY ENVIRONMENTAL LAWS, (II) NO OIL, HAZARDOUS SUBSTANCES OR
SOLID WASTES ARE DISPOSED OF OR OTHERWISE RELEASED ON OR TO ANY PROPERTY OWNED
BY THE BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY EXCEPT IN COMPLIANCE
WITH ENVIRONMENTAL LAWS, (III) NO HAZARDOUS SUBSTANCE WILL BE RELEASED ON OR TO
ANY SUCH PROPERTY IN A QUANTITY EQUAL TO OR EXCEEDING THAT QUANTITY WHICH
REQUIRES REPORTING PURSUANT
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TO SECTION 103 OF CERCLA, AND (IV) NO OIL, OIL AND GAS EXPLORATION AND
PRODUCTION WASTES OR HAZARDOUS SUBSTANCE IS RELEASED ON OR TO ANY SUCH PROPERTY
SO AS TO POSE AN IMMINENT AND SUBSTANTIAL ENDANGERMENT TO PUBLIC HEALTH OR
WELFARE OR THE ENVIRONMENT.
(B)
NOTICE OF ACTION.
THE BORROWER WILL, AND
WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PROMPTLY NOTIFY THE AGENT AND THE
LENDERS IN WRITING OF ANY THREATENED ACTION OR INVESTIGATION BY ANY GOVERNMENTAL
AUTHORITY OF WHICH A RESPONSIBLE OFFICER OR ANY RESTRICTED SUBSIDIARY (OR ITS
GENERAL PARTNER, AS APPROPRIATE) HAS KNOWLEDGE IN CONNECTION WITH ANY
ENVIRONMENTAL LAWS, EXCLUDING ROUTINE TESTING AND CORRECTIVE ACTION.
(C)
FUTURE ACQUISITIONS.
THE BORROWER WILL,
AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PROVIDE ENVIRONMENTAL AUDITS