TIMES AND UPON REASONABLE PRIOR NOTICE MAKE THE PROPERTIES, ASSETS,
BOOKS AND RECORDS PERTAINING EXCLUSIVELY TO THE FACILITY AVAILABLE FOR
EXAMINATION, INSPECTION AND REVIEW BY PURCHASER AND ITS LENDERS, AGENTS AND
REPRESENTATIVES; PROVIDED, HOWEVER, PURCHASER'S INSPECTIONS AND EXAMINATIONS
SHALL NOT UNREASONABLY DISRUPT THE NORMAL OPERATIONS OF THE FACILITY, AND
PROVIDED FURTHER, THE SCOPE OF PURCHASER'S INSPECTIONS AND EXAMINATIONS SHALL
NOT INCLUDE SELLER'S EMPLOYEE RECORDS, SELLER'S ACCOUNTING RECORDS THAT DO NOT
RELATE TO THE FUTURE OPERATION OF THE FACILITY OR COMMERCIALLY SENSITIVE
INFORMATION NOT RELATED EXCLUSIVELY TO THE FACILITY, AS REASONABLY DETERMINED BY
SELLER.
IN ADDITION, SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE PURCHASER WITH REASONABLE ACCESS, TO THE EXTENT SELLER HAS SUCH ACCESS,
TO ALL BOOKS AND RECORDS RELATING TO THE PIPELINE IN ORDER FOR PURCHASER TO
PERFORM DUE DILIGENCE ON THE PIPELINE.
(B)
PURCHASER COVENANTS AND AGREES WITH SELLER TO PROMPTLY NOTIFY
SELLER IF PURCHASER OR ITS REPRESENTATIVES IN THE COURSE OF THEIR PRE-CLOSING
DUE DILIGENCE DETERMINE THAT THERE ARE ANY INACCURACIES IN, OR BREACHES OR
VIOLATIONS OF, ANY OF SELLER'S REPRESENTATIONS, WARRANTIES OR COVENANTS
CONTAINED IN THIS AGREEMENT.
5.02
PENDING CLOSING.
PENDING THE CLOSING, AND UNLESS OTHERWISE
CONSENTED TO BY PURCHASER, SELLER SHALL:
(A)
CONDUCT AND CARRY ON OPERATIONS AT THE FACILITY IN THE ORDINARY
COURSE, CONSISTENT WITH PAST PRACTICES;
(B)
NOT PURCHASE, SELL, LEASE, MORTGAGE, PLEDGE OR OTHERWISE ACQUIRE
OR DISPOSE OF ANY MATERIAL PROPERTIES OR ASSETS OF OR IN CONNECTION WITH THE
FACILITY, EXCEPT FOR TANGIBLE PERSONAL PROPERTY PURCHASED, SOLD OR OTHERWISE
DISPOSED OF IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICES, AND NOT
UNUSUAL IN TYPE OR AMOUNT;
(C)
NOT ENTER INTO, OR BECOME OBLIGATED UNDER, ANY LEASE, CONTRACT,
AGREEMENT OR COMMITMENT WITH RESPECT TO THE FACILITY, EXCEPT (I) FOR ANY
AGREEMENTS FOR THE PURCHASE OF SUPPLIES (INCLUDING GAS) OR INVENTORY OR THE SALE
OF INVENTORY IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICES, AND NOT
UNUSUAL IN TYPE OR AMOUNT, (II) FOR ANY OTHER LEASE, CONTRACT, AGREEMENT OR
COMMITMENT HAVING A TERM OF ONE (1) YEAR OR LESS AND INVOLVING EITHER A PAYMENT
BY OR TO SELLER OF LESS THAN $50,000, OR (III) AS OTHERWISE SET FORTH IN
SCHEDULE 5.02;
(D)
NOT MATERIALLY CHANGE, AMEND, OR OTHERWISE MODIFY OR TERMINATE ANY
MATERIAL CONTRACT;
(E)
MAINTAIN IN FULL FORCE AND EFFECT WITH RESPECT TO THE FACILITY,
POLICIES OF INSURANCE OF THE SAME TYPE, CHARACTER AND COVERAGE AS THE POLICIES
CURRENTLY CARRIED AND DESCRIBED IN SCHEDULE 7.07;
(F)
NOT MAKE ANY MATERIAL CHANGES IN ITS ACCOUNTING SYSTEMS,
POLICIES, PRINCIPLES OR PRACTICES RELATED SOLELY TO THE FACILITY, EXCEPT AS
REQUIRED BY LAW;
14
(G)
EXCEPT AS SET FORTH IN SCHEDULE 5.02, NOT AUTHORIZE OR MAKE ANY
CAPITAL EXPENDITURES RELATED TO THE FACILITY WHICH INDIVIDUALLY OR IN THE
AGGREGATE ARE IN EXCESS OF $100,000;
(H)
NOT AGREE TO DO ANY OF THE ITEMS PROHIBITED BY SECTION 5.02(B),
(C), (D), (F) OR (G);
(I)
DILIGENTLY PURSUE THE REPAIR OF THE DAMAGE TO UNIT 1B AT THE
FACILITY IDENTIFIED IN THE PRATT & WHITNEY GREENVILLE 1B BORESCOPE INSPECTION