OF THE BORROWER AND ITS SUBSIDIARIES AGAINST SUCH CASUALTIES AND
CONTINGENCIES AND OF SUCH TYPES AND IN SUCH AMOUNTS AS IS CUSTOMARY IN THE CASE
OF SIMILAR BUSINESSES AND WILL, UPON REQUEST OF THE ADMINISTRATIVE AGENT,
FURNISH TO EACH LENDER AT REASONABLE INTERVALS A CERTIFICATE OF AN AUTHORIZED
OFFICER OF THE BORROWER SETTING FORTH THE NATURE AND EXTENT OF ALL INSURANCE
MAINTAINED BY THE BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH THIS SECTION,
PROVIDED, THAT THE BORROWER AND ITS SUBSIDIARIES MAY SELF-INSURE TO THE EXTENT
CUSTOMARY FOR SIMILARLY SITUATED CORPORATIONS ENGAGED IN THE SAME OR SIMILAR
BUSINESS.
6.05
BOOKS AND RECORDS.
THE BORROWER WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, KEEP BOOKS AND RECORDS WHICH ACCURATELY
REFLECT ALL OF ITS BUSINESS AFFAIRS AND MATERIAL
TRANSACTIONS AND PERMIT THE ADMINISTRATIVE AGENT AND EACH LENDER OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES, AT REASONABLE TIMES AND INTERVALS, TO VISIT ALL OF
ITS OFFICES, TO DISCUSS ITS NON-CONFIDENTIAL FINANCIAL MATTERS WITH ITS OFFICERS
AND INDEPENDENT PUBLIC ACCOUNTANT AND, UPON THE REASONABLE REQUEST OF THE
ADMINISTRATIVE AGENT OR A LENDER, TO EXAMINE (AND, AT THE EXPENSE OF THE
LENDERS, PHOTOCOPY EXTRACTS FROM) ANY OF ITS NON-CONFIDENTIAL BOOKS OR OTHER
CORPORATE RECORDS.
6.06
ENVIRONMENTAL COVENANT.
THE BORROWER WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO,
(A)
USE AND OPERATE ALL OF ITS FACILITIES AND
PROPERTIES IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS EXCEPT FOR SUCH
NON-COMPLIANCE WHICH, SINGLY OR IN THE AGGREGATE, WILL NOT HAVE A MATERIAL
ADVERSE EFFECT, KEEP ALL NECESSARY PERMITS, APPROVALS, CERTIFICATES, LICENSES
AND OTHER AUTHORIZATIONS RELATING TO ENVIRONMENTAL MATTERS IN EFFECT AND REMAIN
IN COMPLIANCE THEREWITH, EXCEPT WHERE THE FAILURE TO KEEP SUCH PERMITS,
APPROVALS, CERTIFICATES, LICENSES OR OTHER AUTHORIZATIONS, OR ANY NON-COMPLIANCE
WITH THE PROVISIONS THEREOF WILL NOT HAVE A MATERIAL ADVERSE EFFECT, AND HANDLE
ALL HAZARDOUS MATERIALS IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS,
EXCEPT FOR ANY NON-COMPLIANCE THAT WILL NOT HAVE A MATERIAL ADVERSE EFFECT;
(B)
IMMEDIATELY NOTIFY THE ADMINISTRATIVE AGENT
AND PROVIDE COPIES UPON RECEIPT OF ALL WRITTEN INQUIRIES FROM ANY LOCAL, STATE
OR FEDERAL GOVERNMENTAL AGENCY, CLAIMS, COMPLAINTS OR NOTICES RELATING TO THE
CONDITION OF ITS FACILITIES AND PROPERTIES OR COMPLIANCE WITH ENVIRONMENTAL LAWS
WHICH WILL HAVE A MATERIAL ADVERSE EFFECT, AND SHALL PROMPTLY CURE AND HAVE
DISMISSED WITH PREJUDICE OR CONTEST IN GOOD FAITH ANY ACTIONS AND PROCEEDINGS
RELATING TO MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS THE RESULT OF WHICH, IF
NOT CONTESTED BY THE BORROWER, WOULD HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
PROVIDE SUCH NON-CONFIDENTIAL INFORMATION
AND CERTIFICATIONS WHICH THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FROM
TIME TO TIME TO EVIDENCE COMPLIANCE WITH THIS SECTION 6.06.
6.07
Use of Proceeds.
The Borrower shall use the
proceeds of the Credit Extensions for working capital, capital expenditures,
share repurchases, refinancing of existing Indebtedness and other lawful
corporate purposes.
ARTICLE VII
NEGATIVE AND FINANCIAL COVENANTS
So long as any Lender shall have any Commitment hereunder, or any Loan or other
Obligation shall remain unpaid, unless the Required Lenders waive compliance in
writing:
7.01
TRANSACTIONS WITH