GIVE BORROWERS OR ANY APPLICABLE
SUBSIDIARY COMMERCIALLY REASONABLE PRIOR WRITTEN NOTICE OF SUCH EXERCISE.
NO
NOTICE SHALL BE REQUIRED DURING THE EXISTENCE AND CONTINUANCE OF ANY EVENT OF
DEFAULT.
SECTION 4.7
USE OF PROCEEDS.
BORROWERS WILL USE THE PROCEEDS OF THE
TERM LOAN SOLELY FOR PAYMENT OF AMOUNTS DUE IN CONNECTION WITH EFFECTUATING THE
REDEMPTION, TRANSACTION FEES INCURRED IN CONNECTION WITH THE OPERATIVE DOCUMENTS
AND THE REFINANCING ON THE CLOSING DATE OF DEBT OWING TO A PERSON NOT AN
AFFILIATE OF ANY CREDIT PARTY.
THE PROCEEDS OF REVOLVING LOANS SHALL BE USED BY
BORROWERS SOLELY FOR THE PURPOSES SET FORTH IN THE PRECEDING SENTENCE AND FOR
WORKING CAPITAL NEEDS OF BORROWERS.
SECTION 4.8
LENDERS' MEETINGS.
WITHIN FORTY-FIVE (45) DAYS AFTER
THE END OF EACH FISCAL QUARTER (90 DAYS WITH RESPECT TO BORROWERS' FISCAL YEAR
END), BORROWERS WILL, IF REQUESTED BY AGENT, CONDUCT A MEETING OF AGENT AND THE
LENDERS (WHICH MEETING MAY BE CONDUCTED TELEPHONICALLY) TO DISCUSS SUCH FISCAL
QUARTER'S RESULTS AND THE FINANCIAL CONDITION OF BORROWERS AND THEIR
SUBSIDIARIES AT WHICH SHALL BE PRESENT A RESPONSIBLE OFFICER AND SUCH OFFICERS
OF THE CREDIT PARTIES AS MAY BE REASONABLY REQUESTED TO ATTEND BY AGENT OR ANY
LENDER, SUCH REQUEST OR REQUESTS TO BE MADE WITHIN A REASONABLE TIME PRIOR TO
THE SCHEDULED DATE OF SUCH MEETING.
SUCH MEETINGS SHALL BE HELD AT A TIME AND
PLACE CONVENIENT TO THE LENDERS AND TO BORROWERS.
SECTION 4.9
[RESERVED].
SECTION 4.10
HAZARDOUS MATERIALS; REMEDIATION.
BORROWERS WILL PROVIDE
AGENT WITHIN THIRTY (30) DAYS AFTER DEMAND THEREFOR WITH A BOND, LETTER OF
CREDIT OR SIMILAR FINANCIAL ASSURANCE EVIDENCING TO THE SATISFACTION OF AGENT
THAT SUFFICIENT FUNDS ARE AVAILABLE TO PAY THE COST OF REMOVING, TREATING AND
DISPOSING OF ANY HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS CONTAMINATION AND
DISCHARGING ANY ASSESSMENT WHICH MAY BE ESTABLISHED ON ANY PROPERTY AS A RESULT
THEREOF, SUCH DEMAND TO BE MADE, IF AT ALL, UPON AGENT'S REASONABLE BUSINESS
DETERMINATION THAT THE FAILURE TO REMOVE, TREAT OR DISPOSE OF ANY HAZARDOUS
MATERIALS OR HAZARDOUS MATERIALS CONTAMINATION, OR THE FAILURE TO DISCHARGE ANY
SUCH ASSESSMENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
PROVIDED, HOWEVER, THAT SUCH FINANCIAL ASSURANCE SHALL NOT BE REQUIRED WITH
RESPECT TO BORROWERS' HEADQUARTERS AND CORPORATE OFFICES LOCATED 14100 SW 72ND
AVENUE, PORTLAND, OREGON AND THE CONTAMINATION EXISTING THEREON AS OF THE
CLOSING DATE UNLESS THE PROBABLY COSTS OF REMEDIATION ASSOCIATED THEREWITH ARE,
IN AGENT'S JUDGMENT, GREATER THAN $300,000 IN ANY YEAR OR EXCEED $1,500,000 IN
THE AGGREGATE.
SECTION 4.11
[RESERVED].
SECTION 4.12
FURTHER ASSURANCES.
(A)
EACH BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY THEREOF TO, AT
ITS OWN COST AND EXPENSE, CAUSE TO BE PROMPTLY AND DULY TAKEN, EXECUTED,
ACKNOWLEDGED AND DELIVERED ALL SUCH FURTHER ACTS, DOCUMENTS AND ASSURANCES AS
MAY FROM TIME TO TIME BE NECESSARY OR AS AGENT OR THE REQUIRED LENDERS MAY FROM
TIME TO TIME REQUEST IN ORDER TO CARRY OUT THE INTENT AND PURPOSES OF THE
FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING ALL
SUCH ACTIONS TO ESTABLISH, PRESERVE,