by any Company 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 as the Administrative Agents shall reasonably request.
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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,
INCLUDING, WITHOUT LIMITATION, PROPER RECORDS OF INTERCOMPANY TRANSACTION AND
THE BORROWING BASE GUARANTOR INTERCOMPANY LOAN AMOUNTS WITH FULL, TRUE AND
CORRECT ENTRIES REFLECTING ALL PAYMENTS RECEIVED AND PAID (INCLUDING, WITHOUT
LIMITATION, FUNDS RECEIVED BY OR FOR THE ACCOUNT OF BORROWER FROM DEPOSIT
ACCOUNTS OF THE OTHER COMPANIES).
EACH COMPANY WILL PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENTS OR ANY LENDER TO VISIT AND INSPECT THE
FINANCIAL RECORDS AND THE PROPERTY OF SUCH COMPANY AT REASONABLE TIMES DURING
REGULAR BUSINESS HOURS AND AS OFTEN AS REASONABLY REQUESTED AND TO MAKE EXTRACTS
FROM AND COPIES OF SUCH FINANCIAL RECORDS, AND PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENTS OR ANY LENDER TO DISCUSS THE AFFAIRS,
FINANCES, ACCOUNTS AND CONDITION OF ANY COMPANY WITH THE OFFICERS AND 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 AGENTS OR REQUIRED LENDERS, HOLD
A MEETING (AT A MUTUALLY AGREEABLE LOCATION, VENUE AND TIME OR, AT THE OPTION OF
THE ADMINISTRATIVE AGENTS, BY CONFERENCE CALL, THE COSTS OF SUCH VENUE OR CALL
TO BE PAID BY THE BORROWERS) 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 Commercial Letter of Credit
or Standby Letter of Credit, as the case may be.
SECTION 5.09.
Compliance with Environmental Laws; Environmental Reports.
(A)
COMPLY, AND CAUSE ALL LESSEES AND OTHER PERSONS OCCUPYING REAL
PROPERTY OF ANY COMPANY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL
ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS APPLICABLE TO ITS OPERATIONS 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 ITS OBLIGATION TO DO SO IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND APPROPRIATE RESERVES ARE
BEING MAINTAINED WITH RESPECT TO SUCH CIRCUMSTANCES IN ACCORDANCE WITH GAAP.
(B)
IF A DEFAULT CAUSED BY REASON OF A BREACH OF SECTION