VISIT EACH OBLIGOR'S OFFICES, TO DISCUSS SUCH OBLIGOR'S
FINANCIAL MATTERS WITH ITS OFFICERS AND EMPLOYEES, AND ITS INDEPENDENT PUBLIC
ACCOUNTANTS (IF PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT, IN THE PRESENCE
OF A RESPONSIBLE OFFICER OF THE BORROWERS) AND TO EXAMINE (AND PHOTOCOPY
EXTRACTS FROM) ANY OF ITS BOOKS AND RECORDS.
THE BORROWERS SHALL PAY ANY FEES
OF SUCH INDEPENDENT PUBLIC ACCOUNTANT INCURRED IN CONNECTION WITH THE LENDER'S
EXERCISE OF ITS RIGHTS PURSUANT TO THIS SECTION.
SECTION 6.06
ENVIRONMENTAL LAW COVENANT.
THE
BORROWERS SHALL, AND SHALL CAUSE EACH OF THEIR SUBSIDIARIES TO,
47
(A)
USE AND OPERATE ALL OF ITS AND THEIR
FACILITIES AND PROPERTIES IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS, KEEP ALL NECESSARY MATERIAL PERMITS, APPROVALS,
CERTIFICATES, LICENSES AND OTHER AUTHORIZATIONS RELATING TO ENVIRONMENTAL
MATTERS IN EFFECT AND REMAIN IN MATERIAL COMPLIANCE THEREWITH, AND HANDLE ALL
MATERIALS OF ENVIRONMENTAL CONCERN IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS; AND
(B)
PROMPTLY NOTIFY THE LENDER AND PROVIDE
COPIES UPON RECEIPT OF ALL WRITTEN MATERIAL CLAIMS, COMPLAINTS, NOTICES OR
INQUIRIES RELATING TO THE CONDITION OF ITS FACILITIES AND PROPERTIES IN RESPECT
OF, OR AS TO COMPLIANCE WITH, ENVIRONMENTAL LAWS, AND SHALL TAKE ALL STEPS
REASONABLY NECESSARY TO RESOLVE ANY MATERIAL NON-COMPLIANCE WITH ENVIRONMENTAL
LAWS AND KEEP ITS PROPERTY FREE OF ANY LIEN IMPOSED BY ANY ENVIRONMENTAL LAW.
SECTION 6.07
FUTURE GUARANTORS, SECURITY, ETC.
(A)
THE BORROWERS SHALL, AND SHALL CAUSE EACH
SUBSIDIARY TO, EXECUTE ANY DOCUMENTS, UCC-1 FILING STATEMENTS, AGREEMENTS AND
INSTRUMENTS, AND TAKE ALL FURTHER ACTION THAT MAY BE REQUIRED UNDER APPLICABLE
LAW, OR THAT THE LENDER MAY REASONABLY REQUEST, IN ORDER TO EFFECTUATE THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AND IN ORDER TO GRANT, PRESERVE,
PROTECT AND PERFECT THE VALIDITY AND FIRST PRIORITY OF THE LIENS CREATED OR
INTENDED TO BE CREATED BY THE LOAN DOCUMENTS.
(B)
THE BORROWERS SHALL CAUSE ANY SUBSEQUENTLY
ACQUIRED OR ORGANIZED SUBSIDIARY TO EXECUTE A SUBSIDIARY GUARANTEE (OR A
SUPPLEMENT THERETO) AND EACH APPLICABLE LOAN DOCUMENT IN FAVOR OF THE LENDER.
IN ADDITION, FROM TIME TO TIME, THE BORROWERS WILL, AT THEIR COST AND EXPENSE,
PROMPTLY SECURE THE OBLIGATIONS BY PLEDGING OR CREATING, OR CAUSING TO BE
PLEDGED OR CREATED, PERFECTED LIENS WITH RESPECT TO SUCH OF ITS ASSETS AND
PROPERTIES AS THE LENDER SHALL DESIGNATE, IT BEING AGREED THAT IT IS THE INTENT
OF THE PARTIES THAT THE OBLIGATIONS SHALL BE SECURED BY, AMONG OTHER THINGS,
SUBSTANTIALLY ALL THE ASSETS OF THE BORROWERS AND THEIR SUBSIDIARIES (INCLUDING
REAL AND PERSONAL PROPERTY ACQUIRED SUBSEQUENT TO THE CLOSING DATE).
(C)
SUCH LIENS WILL BE CREATED UNDER THE LOAN
DOCUMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER, AND THE BORROWERS
SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE LENDER ALL SUCH INSTRUMENTS AND
DOCUMENTS (INCLUDING LEGAL OPINIONS, TITLE INSURANCE POLICIES AND LIEN SEARCHES)
AS THE LENDER SHALL REASONABLY REQUEST TO EVIDENCE COMPLIANCE WITH THIS SECTION.
SECTION 6.08
REQUIRED FILINGS.
EACH BORROWER
SHALL PROMPTLY PROVIDE THE LENDER NOTICE OF AVAILABILITY (WHETHER BY ELECTRONIC
MAIL OR TELECOPY) OF ALL DOCUMENTS