HANDLING THEREOF, AGENT MAY APPLY
SUCH INSURANCE OR CONDEMNATION PROCEEDS TO THE OBLIGATIONS IN ACCORDANCE WITH
SECTION 1.5(E) (AND TO THE EXTENT SUCH PROCEEDS HAVE NOT BEEN PAID TO THE AGENT,
THE BORROWER SHALL MAKE A PAYMENT TO THE AGENT IN THE AMOUNT TO BE SO APPLIED).
ALL INSURANCE OR CONDEMNATION PROCEEDS THAT ARE TO BE MADE AVAILABLE TO BORROWER
OR TO ANOTHER CREDIT PARTY TO REPLACE, REPAIR, RESTORE OR REBUILD THE COLLATERAL
MAY BE APPLIED BY BORROWER, AT ITS OPTION, TO REDUCE THE OUTSTANDING PRINCIPAL
BALANCE OF THE REVOLVING LOAN (WHICH APPLICATION SHALL NOT RESULT IN A PERMANENT
REDUCTION OF THE REVOLVING LOAN COMMITMENT).
TO THE EXTENT NOT USED TO REPLACE,
REPAIR, RESTORE OR REBUILD THE COLLATERAL, SUCH INSURANCE PROCEEDS SHALL BE
APPLIED IN ACCORDANCE WITH SECTION 1.5(E).
2.3
INSPECTION; LENDER MEETING.
EACH CREDIT
PARTY SHALL PERMIT ANY AUTHORIZED REPRESENTATIVES OF AGENT TO VISIT, AUDIT AND
INSPECT ANY OF THE PROPERTIES OF SUCH CREDIT PARTY, INCLUDING ITS FINANCIAL AND
ACCOUNTING RECORDS, AND TO MAKE COPIES AND TAKE EXTRACTS THEREFROM, AND TO
DISCUSS ITS AFFAIRS, FINANCES AND BUSINESS WITH ITS OFFICERS, AT REASONABLE
TIMES DURING NORMAL BUSINESS HOURS, WHICH VISITS, AUDITS AND INSPECTIONS, UNLESS
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SHALL BE MADE UPON
REASONABLE PRIOR NOTICE TO SUCH CREDIT PARTY AND WHICH SHALL NOT BE CONDUCTED
MORE THAN TWICE DURING ANY TWELVE CONSECUTIVE MONTH PERIOD.
REPRESENTATIVES OF
EACH LENDER WILL BE PERMITTED TO ACCOMPANY REPRESENTATIVES OF AGENT DURING
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EACH VISIT, INSPECTION AND DISCUSSION REFERRED TO IN THE IMMEDIATELY PRECEDING
SENTENCE.
WITHOUT IN ANY WAY LIMITING THE FOREGOING, EACH CREDIT PARTY WILL
PARTICIPATE AND WILL CAUSE KEY MANAGEMENT PERSONNEL OF EACH CREDIT PARTY TO
PARTICIPATE IN A MEETING WITH AGENT AND LENDERS AT LEAST ONCE DURING EACH YEAR,
WHICH MEETING SHALL BE HELD AT SUCH TIME AND SUCH PLACE AS MAY BE REASONABLY
REQUESTED BY AGENT AND APPROVED BY THE BORROWER, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED BY BORROWER.
2.4
ORGANIZATIONAL EXISTENCE.
EXCEPT AS
OTHERWISE PERMITTED BY SECTION 3.6, EACH CREDIT PARTY WILL AND WILL CAUSE ITS
SUBSIDIARIES TO AT ALL TIMES PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS
ORGANIZATIONAL EXISTENCE AND ALL RIGHTS AND FRANCHISES MATERIAL TO ITS BUSINESS.
2.5
ENVIRONMENTAL MATTERS.
EACH CREDIT PARTY
SHALL AND SHALL CAUSE EACH PERSON WITHIN ITS CONTROL TO: (A) CONDUCT ITS
OPERATIONS AND KEEP AND MAINTAIN ITS REAL ESTATE IN COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS OTHER THAN NONCOMPLIANCE THAT COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (B) TO THE EXTENT
REAL ESTATE OWNED BY ONE OR MORE CREDIT PARTIES CONSTITUTES AN ASSET INCLUDED IN
THE BORROWING BASE (IT BEING UNDERSTOOD AND AGREED THAT WHETHER TO INCLUDE ANY
SUCH REAL ESTATE IN THE BORROWING BASE, AND THE TERMS AND CONDITIONS THEREOF,
SHALL BE DETERMINED BY AGENT AND LENDERS IN THEIR SOLE DISCRETION), IMPLEMENT
ANY AND ALL INVESTIGATION, REMEDIATION, REMOVAL AND RESPONSE ACTIONS THAT ARE
APPROPRIATE OR NECESSARY TO MAINTAIN THE VALUE AND MARKETABILITY ASSUMING
CONTINUED