ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT
OR, DURING THE EXISTENCE OF ANY EVENT OF DEFAULT, ANY LENDER TO DISCUSS THE
AFFAIRS, FINANCES AND CONDITION OF SUCH PERSON WITH THE OFFICERS THEREOF AND
INDEPENDENT ACCOUNTANTS THEREFOR.
(B)
IN THE CASE OF THE BORROWER, USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE
THE CREDIT FACILITY TO BE RATED BY S&P AND MOODY'S.
SECTION 5.08. USE OF PROCEEDS. USE THE PROCEEDS OF THE LOANS ONLY FOR THE
PURPOSES SPECIFIED IN THE INTRODUCTORY STATEMENT TO THIS AGREEMENT.
SECTION 5.09. EMPLOYEE BENEFITS. (A) WITH RESPECT TO ALL PLANS, MULTIEMPLOYER
PLANS AND FOREIGN PENSION PLANS, COMPLY IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE PROVISIONS OF ERISA AND THE CODE AND THE LAWS APPLICABLE TO ANY
FOREIGN PENSION PLAN AND (B) FURNISH TO THE ADMINISTRATIVE AGENT AS SOON AS
POSSIBLE AFTER, AND IN ANY EVENT WITHIN TEN DAYS AFTER ANY RESPONSIBLE OFFICER
OF THE BORROWER OR ANY ERISA AFFILIATE KNOWS OR HAS REASON TO KNOW THAT, ANY
ERISA EVENT HAS OCCURRED THAT, ALONE OR TOGETHER WITH ANY OTHER ERISA EVENT
COULD REASONABLY BE EXPECTED TO RESULT IN MATERIAL LIABILITY OF THE BORROWER OR
ANY SUBSIDIARY, A STATEMENT OF A FINANCIAL OFFICER OF THE BORROWER SETTING FORTH
DETAILS AS TO SUCH ERISA EVENT AND THE ACTION, IF ANY, THAT THE BORROWER
PROPOSES TO TAKE WITH RESPECT THERETO.
SECTION 5.10. COMPLIANCE WITH ENVIRONMENTAL LAWS. EXCEPT AS COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (A) COMPLY, AND CAUSE ALL
LESSEES AND OTHER PERSONS OCCUPYING ITS PROPERTIES TO COMPLY, IN ALL MATERIAL
RESPECTS WITH ALL ENVIRONMENTAL LAWS APPLICABLE TO ITS OPERATIONS AND
PROPERTIES; AND (B) OBTAIN AND RENEW ALL MATERIAL ENVIRONMENTAL PERMITS
NECESSARY FOR ITS OPERATIONS AND PROPERTIES; AND CONDUCT ANY REMEDIAL ACTION IN
ACCORDANCE WITH ENVIRONMENTAL LAWS.
SECTION 5.11. FURTHER ASSURANCES. EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE OR CAUSE TO BE TAKEN
ALL FURTHER ACTION (INCLUDING FILING UNIFORM COMMERCIAL CODE AND OTHER FINANCING
STATEMENTS, MORTGAGES AND DEEDS OF TRUST) THAT MAY BE REQUIRED UNDER APPLICABLE
LAW, OR THAT THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECTUATE THE TRANSACTIONS
CONTEMPLATED BY THE LOAN
46
DOCUMENTS AND IN ORDER TO GRANT, PRESERVE, PROTECT AND PERFECT THE VALIDITY AND
FIRST PRIORITY OF THE SECURITY INTERESTS CREATED OR INTENDED TO BE CREATED BY
THE SECURITY DOCUMENTS. THE BORROWER WILL CAUSE ANY SUBSEQUENTLY ACQUIRED OR
ORGANIZED DOMESTIC SUBSIDIARY TO BECOME A LOAN PARTY BY EXECUTING THE GUARANTEE
AGREEMENT. IN ADDITION, FROM TIME TO TIME, THE BORROWER WILL, AT ITS COST AND
EXPENSE, PROMPTLY SECURE THE OBLIGATIONS BY PLEDGING OR CREATING, OR CAUSING TO
BE PLEDGED OR CREATED, PERFECTED SECURITY INTERESTS WITH RESPECT TO SUCH OF ITS
ASSETS AND PROPERTIES AS THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL
DESIGNATE (IT BEING UNDERSTOOD THAT IT IS THE INTENT OF THE PARTIES THAT THE
OBLIGATIONS SHALL BE SECURED BY, AMONG OTHER THINGS, SUBSTANTIALLY ALL THE
ASSETS OF THE BORROWER (INCLUDING REAL AND OTHER PROPERTIES ACQUIRED SUBSEQUENT