6.16.
TRANSACTIONS WITH AFFILIATES.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL EFFECT ANY TRANSACTION, OR AGREE TO ANY ECONOMIC ARRANGEMENTS
(INCLUDING TAX ARRANGEMENTS AND INSURANCE ARRANGEMENTS), WITH ANY OF THEIR
RESPECTIVE AFFILIATES (EXCEPT FOR THE COMPANY AND ITS SUBSIDIARIES) ON A BASIS
LESS FAVORABLE TO THE COMPANY AND ITS SUBSIDIARIES THAN WOULD BE THE CASE IF
SUCH TRANSACTION HAD BEEN EFFECTED WITH A NON-AFFILIATE; PROVIDED, HOWEVER, THAT
THE COMPANY AND ITS SUBSIDIARIES MAY MAKE DISTRIBUTIONS (INCLUDING THE PAYMENT
OF MANAGEMENT FEES AND THE REIMBURSEMENT OF INSURANCE PREMIUMS AND FEES AND
EXPENSES) TO RENCO AND DRAC TO THE EXTENT PERMITTED BY SECTION 6.9.
6.17.
ENVIRONMENTAL LAWS.
6.17.1.
COMPLIANCE WITH LAW AND PERMITS.
EXCEPT AS SET FORTH ON
EXHIBIT 7.15.1, EACH OF THE COMPANY AND ITS SUBSIDIARIES SHALL USE AND OPERATE
ALL OF ITS FACILITIES AND PROPERTIES IN MATERIAL COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS, KEEP IN EFFECT ALL NECESSARY PERMITS, APPROVALS,
CERTIFICATES, LICENSES AND OTHER AUTHORIZATIONS RELATING TO ENVIRONMENTAL
MATTERS AND REMAIN IN MATERIAL COMPLIANCE THEREWITH, AND HANDLE ALL HAZARDOUS
MATERIALS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS.
6.17.2.
NOTICE OF CLAIMS, ETC.
EACH OF THE COMPANY AND ITS SUBSIDIARIES SHALL
IMMEDIATELY NOTIFY THE LENDERS AND THE AGENT, AND PROVIDE COPIES UPON RECEIPT,
OF ALL MATERIAL WRITTEN CLAIMS, COMPLAINTS, NOTICES OR INQUIRIES FROM
GOVERNMENTAL AUTHORITIES
64
RELATING TO THE CONDITION OF ITS FACILITIES AND PROPERTIES OR COMPLIANCE WITH
ENVIRONMENTAL LAWS, AND SHALL PROMPTLY CURE AND HAVE DISMISSED WITH PREJUDICE TO
THE REASONABLE SATISFACTION OF THE REQUIRED LENDERS ANY SUCH ACTION OR
PROCEEDING THAT (A) RELATES TO COMPLIANCE WITH ENVIRONMENTAL LAWS AND (B) HAS
RESULTED, OR CREATES A MATERIAL RISK OF RESULTING, IN A MATERIAL ADVERSE CHANGE.
6.17.3.
INVESTIGATIONS.
EACH OF THE COMPANY AND ITS SUBSIDIARIES SHALL PERMIT
THE AGENT, SO LONG AS THE AGENT IS ACTING REASONABLY AND IN GOOD FAITH, FOR
REASONABLE CAUSE AND UPON REASONABLE NOTICE, TO CONDUCT INVESTIGATIONS TO
DETERMINE WHETHER HAZARDOUS MATERIALS EXIST ON ANY PART OF ANY REAL PROPERTY
OWNED OR LEASED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IN AMOUNTS OR UNDER
CIRCUMSTANCES THAT COULD GIVE RISE TO A MATERIAL LIABILITY AND TO DETERMINE THE
SOURCE, QUANTITY AND TYPE OF ANY SUCH HAZARDOUS MATERIALS.
THE COMPANY AND ITS
SUBSIDIARIES SHALL COOPERATE WITH THE AGENT AND ITS OFFICERS, EMPLOYEES, AGENTS
AND CONTRACTORS IN CONDUCTING SUCH INVESTIGATIONS AND SHALL PAY THE COSTS AND
EXPENSES OF EACH SUCH INVESTIGATION; PROVIDED, HOWEVER, THAT THE AGENT SHALL USE
REASONABLE EFFORTS (A) TO MINIMIZE THE DISRUPTION TO THE OPERATIONS OF THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES ON ANY REAL PROPERTY WHERE ANY SUCH
INVESTIGATION IS BEING CONDUCTED AND (B) TO MINIMIZE THE COSTS ASSOCIATED WITH
EACH SUCH INVESTIGATION.
6.18.
MANAGEMENT FEES.
EXCEPT (A) TO THE EXTENT PERMITTED BY SECTIONS 6.9.2
AND 6.9.3 AND (B) FOR CONSULTING FEES PAYABLE TO ANY PERSON THAT IS NOT AN
AFFILIATE OF THE COMPANY IN CONNECTION WITH AN ARMS-LENGTH TRANSACTION EFFECTED
IN THE ORDINARY COURSE OF BUSINESS, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL PAY ANY MANAGEMENT, ADVISORY