ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES AND WILL PERMIT, AND
WILL CAUSE EACH SUBSIDIARY TO PERMIT, AT THE SOLE COST OF THE APPLICABLE
SPECIFIED COMPANY (PROVIDED THAT SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED OR
IS CONTINUING, THE SPECIFIED COMPANIES TOGETHER SHALL NOT BE REQUIRED TO
REIMBURSE THE PURCHASERS' REASONABLE OUT-OF-POCKET COSTS AND EXPENSES FOR MORE
THAN A SINGLE VISIT FOR ALL SUCH PURCHASERS IN ANY FISCAL YEAR), REPRESENTATIVES
OF ANY PURCHASER TO VISIT AND INSPECT (SO LONG AS SUCH VISITS AND INSPECTIONS
ARE MADE CONCURRENTLY) ANY OF THEIR RESPECTIVE PROPERTIES, TO EXAMINE AND MAKE
ABSTRACTS OR COPIES FROM ANY OF THEIR RESPECTIVE BOOKS AND RECORDS AND TO
CONSULT WITH RESPECT TO THEIR RESPECTIVE AFFAIRS, FINANCES AND ACCOUNTS WITH
THEIR RESPECTIVE OFFICERS, EMPLOYEES AND INDEPENDENT PUBLIC ACCOUNTANTS AS OFTEN
AS MAY REASONABLY BE DESIRED IN THE PRESENCE OF AN OFFICER OF A SPECIFIED
COMPANY.
IN THE ABSENCE OF AN EVENT OF DEFAULT, ANY PURCHASER EXERCISING ANY
RIGHTS PURSUANT TO THIS SECTION 7.6 SHALL GIVE THE APPLICABLE SPECIFIED COMPANY
OR ANY APPLICABLE SUBSIDIARY COMMERCIALLY REASONABLE PRIOR WRITTEN NOTICE OF
SUCH EXERCISE.
NO NOTICE SHALL BE REQUIRED DURING THE EXISTENCE AND CONTINUANCE
OF ANY EVENT OF DEFAULT.
7.7
USE OF PROCEEDS.
SPECIFIED COMPANIES WILL
USE THE PROCEEDS OF THE ISSUANCE AND SALE OF THE NOTES SOLELY FOR TRANSACTION
FEES INCURRED IN CONNECTION WITH THE OPERATIVE DOCUMENTS, THE REFINANCING ON THE
CLOSING DATE OF DEBT AND FOR WORKING CAPITAL NEEDS AND GENERAL CORPORATE
PURPOSES OF SPECIFIED COMPANIES AND THEIR SUBSIDIARIES (SUBJECT TO ALL
LIMITATIONS SET FORTH HEREIN).
7.8
PURCHASERS' MEETINGS.
UP TO ONCE PER FISCAL
YEAR, OR MORE FREQUENTLY AS SPECIFIED BY THE REQUIRED HOLDERS DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, SPECIFIED COMPANIES WILL, IN EACH CASE TO
THE EXTENT REQUESTED BY REQUIRED HOLDERS, CONDUCT A FACE-TO-FACE MEETING OF THE
PURCHASERS TO DISCUSS THE MOST RECENTLY REPORTED FINANCIAL RESULTS AND THE
FINANCIAL CONDITION OF SPECIFIED COMPANIES AND THE SUBSIDIARIES, AT WHICH SHALL
BE PRESENT A RESPONSIBLE OFFICER AND SUCH OTHER OFFICERS OF THE NOTE PARTIES AS
MAY BE REASONABLY REQUESTED TO ATTEND BY ANY PURCHASER, SUCH REQUEST OR REQUESTS
TO BE MADE WITHIN A REASONABLE TIME PRIOR TO THE SCHEDULED DATE OF SUCH
MEETING.
SUCH MEETINGS SHALL BE HELD AT A TIME AND PLACE CONVENIENT TO THE
PURCHASERS AND TO THE
32
SPECIFIED COMPANIES.
UP TO ONE (1) ADDITIONAL TIME PER YEAR, SPECIFIED
COMPANIES WILL, AS REQUESTED BY THE REQUIRED HOLDERS, CONDUCT A MEETING OF THE
TYPE DESCRIBED ABOVE, EXCEPT THAT EACH SUCH MEETING SHALL BE CONDUCTED BY A
TELEPHONE CONFERENCE CALL.
7.9
[INTENTIONALLY OMITTED].
7.10
HAZARDOUS MATERIALS; REMEDIATION.
(A)
IF ANY HAZARDOUS MATERIALS CONTAMINATION
SHALL OCCUR OR SHALL HAVE OCCURRED ON ANY REAL PROPERTY OF ANY SPECIFIED COMPANY
OR ANY OTHER NOTE PARTY, SUCH SPECIFIED COMPANY WILL CAUSE, OR DIRECT THE
APPLICABLE NOTE PARTY TO CAUSE, THE PROMPT CONTAINMENT, REMOVAL, REMEDIATION OR
OTHER SUCH ACTIONS THAT ARE NECESSARY TO COMPLY IN ALL MATERIAL RESPECTS WITH
ALL ENVIRONMENTAL LAWS (THE "REMEDIATION").
WITHOUT LIMITING