AT
THE BORROWER'S CORPORATE OFFICES (OR AT SUCH OTHER LOCATION AS MAY BE AGREED TO
BY THE BORROWER AND THE ADMINISTRATIVE AGENT) AT SUCH TIME AS MAY BE AGREED TO
BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
5.8
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY WILL COMPLY, AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY
(INCLUDING ALL ENVIRONMENTAL LAWS, ERISA AND TAX LAWS), NONCOMPLIANCE WITH WHICH
COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
5.9
FIELD EXAMINATIONS; COLLATERAL APPRAISALS.
(A)
THE ADMINISTRATIVE AGENT MAY CONDUCT, OR SHALL CAUSE TO BE
CONDUCTED, AT BORROWER'S EXPENSE AND UPON NOTICE BY THE ADMINISTRATIVE AGENT,
TWO COLLATERAL APPRAISALS AND FOUR FIELD EXAMINATIONS PER FISCAL YEAR FOR THE
PURPOSE OF DETERMINING THE BORROWING BASE, ALL UPON NOTICE AND AT SUCH TIMES
DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY REQUESTED.
THE
BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT ANY INFORMATION THAT THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST REGARDING THE DETERMINATION AND
CALCULATION OF THE BORROWING BASE INCLUDING CORRECT AND COMPLETE COPIES OF ANY
INVOICES, UNDERLYING AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS AND THE IDENTITY
OF ALL ACCOUNT DEBTORS IN RESPECT OF ACCOUNTS REFERRED TO THEREIN.
(B)
THE ADMINISTRATIVE AGENT MAY, AT THE BORROWER'S SOLE COST AND
EXPENSE, MAKE TEST VERIFICATIONS OF THE ACCOUNTS AND PHYSICAL VERIFICATIONS OF
THE INVENTORY IN ANY MANNER AND THROUGH ANY MEDIUM THAT THE ADMINISTRATIVE AGENT
CONSIDERS ADVISABLE, AND THE BORROWER SHALL FURNISH ALL SUCH ASSISTANCE AND
INFORMATION AS THE ADMINISTRATIVE AGENT MAY REQUIRE IN CONNECTION THEREWITH.
AT
ANY TIME AND FROM TIME TO TIME, UPON THE ADMINISTRATIVE AGENT'S REQUEST AND AT
THE EXPENSE OF THE BORROWER, THE BORROWER
87
SHALL CAUSE INDEPENDENT PUBLIC ACCOUNTANTS OR OTHERS SATISFACTORY TO THE
ADMINISTRATIVE AGENT TO FURNISH TO THE ADMINISTRATIVE AGENT REPORTS SHOWING
RECONCILIATIONS, AGING AND TEST VERIFICATIONS OF, AND TRIAL BALANCES FOR, THE
ACCOUNTS.
5.10
ENVIRONMENTAL MATTERS; HAZARDOUS ACTIVITIES, ETC.
EACH CREDIT
PARTY SHALL PROMPTLY TAKE, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES PROMPTLY TO
TAKE, ANY AND ALL ACTIONS NECESSARY TO (I) CURE ANY MATERIAL VIOLATION OF
APPLICABLE ENVIRONMENTAL LAWS BY SUCH CREDIT PARTY OR ITS SUBSIDIARIES AND (II)
MAKE AN APPROPRIATE RESPONSE TO ANY MATERIAL ENVIRONMENTAL CLAIM AGAINST SUCH
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND DISCHARGE ANY OBLIGATIONS IT MAY
HAVE TO ANY PERSON THEREUNDER.
5.11
SUBSIDIARIES.
IN THE EVENT THAT ANY PERSON BECOMES A DOMESTIC
SUBSIDIARY OF THE BORROWER, THE BORROWER SHALL (A) PROMPTLY (WITHIN 30 DAYS OR
SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY AGREE IN ITS SOLE DISCRETION),
CAUSE SUCH DOMESTIC SUBSIDIARY (OTHER THAN ANY IMMATERIAL SUBSIDIARY) TO BECOME
A GUARANTOR HEREUNDER AND A GRANTOR UNDER THE PLEDGE AND SECURITY AGREEMENT BY
EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT A
COUNTERPART AGREEMENT, AND (B) TAKE ALL SUCH ACTIONS AND EXECUTE AND DELIVER, OR
CAUSE TO BE EXECUTED AND DELIVERED, ENVIRONMENTAL REPORTS (TO THE EXTENT
REQUIRED BY