DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
EACH COMPANY WILL
PERMIT ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER
TO VISIT AND INSPECT THE FINANCIAL RECORDS AND THE PROPERTY OF SUCH COMPANY AT
REASONABLE TIMES 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 AGENT OR ANY LENDER TO DISCUSS THE AFFAIRS, FINANCES AND
CONDITION OF ANY COMPANY WITH THE OFFICERS THEREOF AND, AFTER REASONABLE NOTICE
TO SUCH COMPANY, THE INDEPENDENT ACCOUNTANTS THEREFOR.
SECTION 5.08.
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS AND REQUEST THE
ISSUANCE OF LETTERS OF CREDIT ONLY FOR THE PURPOSES SET FORTH IN SECTION 3.14.
SECTION 5.09.
COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL REPORTS.
(A)
COMPLY, AND CAUSE ALL LESSEES AND OTHER PERSONS OCCUPYING REAL
PROPERTY OWNED, OPERATED OR LEASED BY 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 ANY RESPONSE
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.
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(B)
IF A DEFAULT CAUSED BY REASON OF A BREACH OF SECTION 3.20 OR
SECTION 5.09(A) SHALL HAVE OCCURRED AND BE CONTINUING FOR MORE THAN 20 DAYS
WITHOUT THE COMPANIES COMMENCING ACTIVITIES REASONABLY LIKELY TO CURE SUCH
DEFAULT, AT THE WRITTEN REQUEST OF THE REQUIRED LENDERS THROUGH THE
ADMINISTRATIVE AGENT, PROVIDE TO THE LENDERS WITHIN 45 DAYS AFTER SUCH REQUEST,
AT THE EXPENSE OF BORROWER, AN ENVIRONMENTAL ASSESSMENT REPORT REGARDING THE
MATTERS WHICH ARE THE SUBJECT OF SUCH DEFAULT, INCLUDING WHERE APPROPRIATE, ANY
SOIL AND/OR GROUNDWATER SAMPLING, PREPARED BY AN ENVIRONMENTAL CONSULTING FIRM
AND IN THE FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
AND INDICATING THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AND THE ESTIMATED
COST OF ANY COMPLIANCE OR RESPONSE TO ADDRESS THEM.
SECTION 5.10.
INTEREST RATE PROTECTION.
BORROWER SHALL MAINTAIN OR CAUSE TO
BE MAINTAINED THROUGH MAY 28, 2006, INTEREST RATE AGREEMENTS ACCEPTABLE TO THE
ADMINISTRATIVE AGENT THAT RESULT IN AT LEAST $65,000,000 OF THE AGGREGATE
PRINCIPAL AMOUNT OF BORROWER'S CONSOLIDATED INDEBTEDNESS BEING EFFECTIVELY
SUBJECT TO A FIXED OR MAXIMUM INTEREST RATE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
SECTION 5.11.
ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.
(A)
SUBJECT TO THIS SECTION 5.11, WITH RESPECT TO ANY PROPERTY
ACQUIRED ON OR AFTER THE DATE HEREOF BY BORROWER OR ANY OTHER LOAN PARTY THAT IS
INTENDED TO BE SUBJECT TO THE LIEN CREATED BY ANY OF THE SECURITY DOCUMENTS BUT
IS NOT SO SUBJECT (BUT, IN ANY EVENT, EXCLUDING ANY PROPERTY DESCRIBED IN
PARAGRAPH (B) OF THIS SUBSECTION) PROMPTLY (AND IN ANY EVENT WITHIN 30 DAYS
AFTER THE ACQUISITION THEREOF:
(I) EXECUTE