THE 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.
SECTION 7.1.6.
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 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 AGENT MAY REASONABLY REQUEST FROM TIME TO TIME TO
EVIDENCE COMPLIANCE WITH THIS SECTION 7.1.6.
SECTION 7.2.
NEGATIVE COVENANTS.
THE BORROWER AGREES WITH THE AGENTS AND EACH
LENDER THAT, UNTIL ALL OBLIGATIONS HAVE BEEN PAID AND PERFORMED IN FULL, THE
BORROWER WILL PERFORM THE OBLIGATIONS SET FORTH IN THIS SECTION 7.2.
SECTION 7.2.1.
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO, OR CAUSE, SUFFER OR PERMIT TO
EXIST ANY MATERIAL ARRANGEMENT OR CONTRACT WITH ANY OF ITS OTHER AFFILIATES
(OTHER THAN OTHER SUBSIDIARIES) UNLESS SUCH ARRANGEMENT OR CONTRACT IS FAIR AND
EQUITABLE TO THE BORROWER OR SUCH SUBSIDIARY BASED UPON THE GOOD FAITH JUDGMENT
OF THE BORROWER'S BOARD OF DIRECTORS.
SECTION 7.2.2.
INDEBTEDNESS.
THE BORROWER WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST OR OTHERWISE BECOME OR
BE LIABLE IN RESPECT OF ANY
48
INDEBTEDNESS IF, AFTER GIVING EFFECT TO THE INCURRENCE OF ANY SUCH INDEBTEDNESS,
THE AGGREGATE OUTSTANDING AMOUNT OF INDEBTEDNESS OF ALL SUBSIDIARIES WOULD
EXCEED 25% OF CONSOLIDATED NET TANGIBLE ASSETS.
SECTION 7.2.3.
LIENS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF
ITS PROPERTY, REVENUES OR ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT:
(A)
LIENS SECURING PAYMENT OF INDEBTEDNESS
PERMITTED UNDER SECTION 7.2.2;
(B)
LIENS GRANTED PRIOR TO THE EFFECTIVE DATE
WHICH ARE IDENTIFIED IN ITEM 7.2.3 ("EXISTING LIENS") OF THE DISCLOSURE
SCHEDULE;
(C)
ANY LIEN EXISTING