ANY OF THE BORROWER'S
SUBSIDIARIES IN EXCESS OF $3,000,000:
(I) ANY AND ALL ENFORCEMENT, CLEANUP,
REMOVAL OR OTHER GOVERNMENTAL OR REGULATORY ACTIONS INSTITUTED, COMPLETED OR
THREATENED AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE CURRENT OR FORMER PROPERTIES PURSUANT TO ANY APPLICABLE ENVIRONMENTAL
LAWS; (II) ALL OTHER ENVIRONMENTAL CLAIMS; (III) ANY ENVIRONMENTAL OR SIMILAR
CONDITION ON ANY REAL PROPERTY ADJOINING OR IN THE VICINITY OF
47
THE PROPERTY OF THE BORROWER OR ANY OF THE BORROWER'S SUBSIDIARIES THAT COULD
REASONABLY BE EXPECTED TO CAUSE SUCH PROPERTY OR ANY PART THEREOF TO BE SUBJECT
TO ANY RESTRICTIONS ON THE OWNERSHIP, OCCUPANCY, TRANSFERABILITY OR USE OF SUCH
PROPERTY UNDER ANY ENVIRONMENTAL LAWS; (IV) NEW AND MATERIAL CHANGES TO ANY
EXISTING ENVIRONMENTAL LAW; AND (V) ANY FILING OR REPORT MADE BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES WITH ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO (A) THE
VIOLATION OF ANY ENVIRONMENTAL LAW, (B) ANY UNPERMITTED RELEASE OR THREATENED
RELEASE OF A CONTAMINANT THAT IS REPORTABLE UNDER 40 C.F.R.
302 OR (C) ANY
UNSAFE OR UNHEALTHFUL CONDITION AT ANY PROPERTY OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES.
(L)
ENVIRONMENTAL LAWS.
(I)
THE BORROWER SHALL, AND SHALL CAUSE EACH OF THE BORROWER'S
SUBSIDIARIES TO, CONDUCT ITS OPERATIONS AND KEEP AND MAINTAIN ITS PROPERTY IN
COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, AND WILL OBTAIN, MAINTAIN IN GOOD ORDER,
AND COMPLY IN ALL MATERIAL RESPECTS WITH, ALL ENVIRONMENTAL PERMITS AND
REGISTRATIONS, EXCEPT TO THE EXTENT ANY SUCH NONCOMPLIANCE, OR FAILURE TO
OBTAIN, OR MAINTAIN SUCH ENVIRONMENTAL PERMITS OR REGISTRATIONS, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
UPON THE WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT, THE LOAN
PARTIES SHALL SUBMIT TO THE ADMINISTRATIVE AGENT WITH SUFFICIENT COPIES FOR EACH
LENDER, AT THE LOAN PARTIES' SOLE COST AND EXPENSE, AT REASONABLE INTERVALS, A
REPORT PROVIDING AN UPDATE OF THE STATUS OF ANY ENVIRONMENTAL, HEALTH OR SAFETY
COMPLIANCE, HAZARD OR LIABILITY ISSUE IDENTIFIED IN ANY NOTICE OR REPORT
REQUIRED PURSUANT TO SECTION 6.1(K), THAT COULD, INDIVIDUALLY OR IN THE
AGGREGATE, RESULT IN LIABILITY IN EXCESS OF $3,000,000.
(M)
BOOKS, RECORDS AND INSPECTIONS.
THE BORROWER AND EACH OF THE
BORROWER'S SUBSIDIARIES SHALL KEEP BOOKS OF RECORD AND ACCOUNT (INCLUDING
RECORDS RELATING TO THE COLLATERAL) WHICH ACCURATELY REFLECT ALL OF ITS BUSINESS
AFFAIRS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES IN ALL
MATERIAL RESPECTS.
THE BORROWER AND EACH OF THE BORROWER'S SUBSIDIARIES SHALL
PERMIT OFFICERS AND DESIGNATED REPRESENTATIVES OF THE ADMINISTRATIVE AGENT AND,
IF ACCOMPANIED BY THE ADMINISTRATIVE AGENT, EACH LENDER, TO VISIT AND INSPECT
ANY OF THE PROPERTIES AND OPERATIONS OF THE BORROWER AND EACH OF THE BORROWER'S
SUBSIDIARIES AND TO CONDUCT FIELD EXAMINATIONS, AND TO EXAMINE THE BOOKS OF
ACCOUNT AND OTHER DOCUMENTS OF THE BORROWER AND EACH OF THE BORROWER'S
SUBSIDIARIES AND (AT THE EXPENSE OF THE LOAN PARTIES) MAKE COPIES THEREOF AND
DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER AND THE BORROWER'S
SUBSIDIARIES WITH, AND BE ADVISED AS TO THE SAME BY, ITS