Internal Revenue Service with respect to each Plan; (ii) the most recent
actuarial valuation report for each Plan; (iii) all notices received by any
Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any
governmental agency concerning an ERISA Event; and (iv) such other documents or
governmental reports or filings relating to any Plan (or employee benefit plan
sponsored or contributed to by any Company) as the Administrative Agent shall
reasonably request.
SECTION 5.07
Maintaining Records; Access to Properties and Inspections;
Annual Meetings.
(A)
KEEP PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND
CORRECT ENTRIES IN CONFORMITY WITH GAAP AND ALL REQUIREMENTS OF LAW ARE MADE OF
ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
EACH
OF BORROWER AND ITS RESTRICTED
113
SUBSIDIARIES WILL PERMIT ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE
AGENT OR ANY LENDER TO VISIT AND INSPECT THE FINANCIAL RECORDS AND THE PROPERTY
OF BORROWER OR SUCH RESTRICTED SUBSIDIARY AT REASONABLE TIMES UPON REASONABLE
ADVANCE NOTICE AND TO MAKE EXTRACTS FROM AND COPIES OF SUCH FINANCIAL RECORDS;
PROVIDED THAT, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS, SUCH INSPECTION OR
VISIT SHALL BE LIMITED TO ONE (1) PER FISCAL YEAR OF BORROWER, AND PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO DISCUSS
THE AFFAIRS, FINANCES, ACCOUNTS AND CONDITION OF BORROWER OR ANY RESTRICTED
SUBSIDIARY WITH ITS OFFICERS AND, IN THE PRESENCE OF SUCH OFFICERS, OTHER
EMPLOYEES THEREOF AND ADVISORS THEREFOR (INCLUDING INDEPENDENT ACCOUNTANTS).
(B)
WITHIN 150 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE
COMPANIES, AT THE REQUEST OF THE ADMINISTRATIVE AGENT OR REQUIRED LENDERS, HOLD
A MEETING (AT A MUTUALLY AGREEABLE LOCATION, VENUE AND TIME OR, AT THE OPTION OF
THE ADMINISTRATIVE AGENT, BY CONFERENCE CALL, THE COSTS OF SUCH VENUE OR CALL TO
BE PAID BY BORROWER) WITH ALL LENDERS WHO CHOOSE TO ATTEND SUCH MEETING, AT
WHICH MEETING SHALL BE REVIEWED THE FINANCIAL RESULTS OF THE PREVIOUS FISCAL
YEAR AND THE FINANCIAL CONDITION OF THE COMPANIES AND THE BUDGETS PRESENTED FOR
THE CURRENT FISCAL YEAR OF THE COMPANIES.
SECTION 5.08
Use of Proceeds.
Use the proceeds of the Loans only for the
purposes set forth in Section 3.12 and request the issuance of Letters of Credit
only for the purposes set forth in the definition of Standby Letter of Credit.
SECTION 5.09
Compliance with Environmental Laws; Environmental Reports.
(A)
COMPLY, AND USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL
LESSEES AND OTHER PERSONS OCCUPYING REAL PROPERTY OWNED, OPERATED OR LEASED BY
ANY COMPANY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS APPLICABLE TO THE OPERATIONS OF THE APPLICABLE LOAN PARTY,
RESTRICTED SUBSIDIARY, LESSEES OR OTHER PERSONS, AS THE CASE MAY BE, AND REAL
PROPERTY; OBTAIN AND RENEW ALL MATERIAL ENVIRONMENTAL PERMITS APPLICABLE TO ITS
OPERATIONS AND REAL PROPERTY; AND CONDUCT ALL RESPONSES REQUIRED BY, AND IN
ACCORDANCE WITH, ENVIRONMENTAL LAWS; PROVIDED THAT NO COMPANY SHALL BE REQUIRED
TO UNDERTAKE ANY RESPONSE TO THE EXTENT THAT