OFFICERS THEREOF AND
INDEPENDENT ACCOUNTANTS THEREFOR (PROVIDED BORROWER HAS THE OPPORTUNITY TO
PARTICIPATE IN SUCH MEETINGS); PROVIDED THAT, IN THE ABSENCE OF A CONTINUING
DEFAULT OR EVENT OF DEFAULT, ONLY ONE SUCH INSPECTION BY THE LENDERS (IN THEIR
CAPACITY AS LENDERS) SHALL BE PERMITTED IN ANY FISCAL YEAR (AT THE LENDERS'
EXPENSE).
BORROWER SHALL CAUSE EACH OF ITS RESTRICTED SUBSIDIARIES TO
(I) MAINTAIN ACCOUNTING RECORDS AND OTHER CORPORATE RECORDS AND ITS DOCUMENTS
SEPARATE FROM ITS UNRESTRICTED SUBSIDIARIES, (II) MAINTAIN ITS OWN BANK ACCOUNTS
IN THEIR OWN NAME, SEPARATE FROM ITS UNRESTRICTED SUBSIDIARIES AND (III) NOT PAY
OR BECOME LIABLE FOR THE INDEBTEDNESS OF ITS UNRESTRICTED SUBSIDIARIES EXCEPT TO
THE EXTENT EXPRESSLY PERMITTED UNDER THIS AGREEMENT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THIS SECTION 9.05, NO COMPANY WILL BE REQUIRED TO DISCLOSE,
PERMIT THE INSPECTION, EXAMINATION OR MAKING OF EXTRACTS, OR DISCUSSION OF, ANY
DOCUMENT, INFORMATION OR OTHER MATTER THAT (I) IN RESPECT OF WHICH DISCLOSURE TO
ADMINISTRATIVE AGENT (OR ITS DESIGNATED REPRESENTATIVE) OR ANY LENDER IS THEN
PROHIBITED BY LAW OR CONTRACT OR (II) IS SUBJECT TO ATTORNEY-CLIENT OR SIMILAR
PRIVILEGE OR CONSTITUTES ATTORNEY WORK PRODUCT.
SECTION 9.06.
USE OF PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE LOANS
ONLY FOR THE PURPOSES SET FORTH IN SECTION 8.11.
SECTION 9.07.
COMPLIANCE WITH ENVIRONMENTAL LAW.
BORROWER AND ITS
SUBSIDIARIES SHALL (A) COMPLY WITH ENVIRONMENTAL LAW, AND WILL KEEP OR CAUSE ALL
REAL PROPERTY TO BE KEPT FREE OF ANY LIENS UNDER ENVIRONMENTAL LAW, UNLESS, IN
EACH CASE, FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT; (B) IN THE
EVENT OF ANY HAZARDOUS MATERIAL AT, ON, UNDER OR EMANATING FROM ANY REAL
PROPERTY WHICH COULD RESULT IN LIABILITY UNDER OR A VIOLATION OF ANY
ENVIRONMENTAL LAW, IN EACH CASE WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT,
UNDERTAKE, AND/OR CAUSE ANY OF THEIR RESPECTIVE TENANTS OR OCCUPANTS TO
UNDERTAKE, AT NO COST OR EXPENSE TO ADMINISTRATIVE AGENT OR ANY CREDITOR, ANY
ACTION REQUIRED PURSUANT TO ENVIRONMENTAL LAW TO MITIGATE AND ELIMINATE SUCH
CONDITION; PROVIDED, HOWEVER, THAT NO COMPANY SHALL BE REQUIRED TO COMPLY WITH
ANY ORDER OR DIRECTIVE WHICH IS BEING CONTESTED IN GOOD FAITH AND BY PROPER
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PROCEEDINGS SO LONG AS IT HAS MAINTAINED ADEQUATE RESERVES WITH RESPECT TO SUCH
COMPLIANCE TO THE EXTENT REQUIRED IN ACCORDANCE WITH GAAP; AND (C) AT THE
WRITTEN REQUEST OF ADMINISTRATIVE AGENT, IN ITS REASONABLE DISCRETION, PROVIDE,
AT NO COST OR EXPENSE TO ADMINISTRATIVE AGENT OR ANY CREDITOR, AN ENVIRONMENTAL
SITE ASSESSMENT (INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY SOIL OR
GROUNDWATER OR OTHER TESTING CONDUCTED AT ADMINISTRATIVE AGENT'S REQUEST)
CONCERNING ANY REAL PROPERTY NOW OR HEREAFTER OWNED, LEASED OR OPERATED BY
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES, CONDUCTED BY AN ENVIRONMENTAL
CONSULTING FIRM PROPOSED BY SUCH CREDIT PARTY AND APPROVED BY ADMINISTRATIVE
AGENT IN ITS REASONABLE DISCRETION INDICATING THE PRESENCE OR ABSENCE OF
HAZARDOUS MATERIAL AND THE POTENTIAL COST OF ANY REQUIRED ACTION IN CONNECTION
WITH ANY HAZARDOUS MATERIAL ON, AT, UNDER OR EMANATING FROM SUCH REAL PROPERTY;
PROVIDED,