NOTIFICATIONS, REGISTRATIONS OR
PERMITS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(B)
CONDUCT AND COMPLETE ALL INVESTIGATIONS,
STUDIES, SAMPLING AND TESTING, AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS
REQUIRED UNDER ENVIRONMENTAL LAWS AND PROMPTLY COMPLY IN ALL MATERIAL RESPECTS
WITH ALL LAWFUL ORDERS AND DIRECTIVES OF ALL GOVERNMENTAL AUTHORITIES REGARDING
ENVIRONMENTAL LAWS EXCEPT TO THE EXTENT THAT THE SAME IS BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND THE PENDENCY OF SUCH PROCEEDINGS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
DEFEND, INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND LENDERS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES,
FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR
NATURE KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY
RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY
ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF ANY LOAN PARTY OR ANY OF ITS
RESPECTIVE SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES, OR ANY ORDERS,
REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED THERETO, INCLUDING,
REASONABLE ATTORNEY'S AND CONSULTANT'S FEES, INVESTIGATION AND LABORATORY FEES,
RESPONSE COSTS, COURT COSTS AND LITIGATION EXPENSES, EXCEPT TO THE EXTENT THAT
ANY OF THE FOREGOING IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION THEREFOR.
THE AGREEMENTS IN
THIS SUBSECTION 2.11 SHALL SURVIVE REPAYMENT OF THE OBLIGATIONS AND THE
TERMINATION OF THIS AGREEMENT.
2.12
CREATION OR ACQUISITION OF SUBSIDIARIES.
PROMPTLY UPON (AND IN ANY EVENT WITHIN 30 DAYS AFTER) THE CREATION OR
ACQUISITION OF ANY NEW SUBSIDIARY (OTHER THAN (I) AN EXCLUDED SUBSIDIARY OR
(II) A STIMULUS RECIPIENT SUBSIDIARY IF AND FOR SO LONG AS THE TERMS AND
CONDITIONS OF ANY PERMITTED STIMULUS INDEBTEDNESS OR ANY GRANT RECEIVED BY SUCH
STIMULUS RECIPIENT SUBSIDIARY FROM ANY STIMULUS SOURCE AGENCY PROHIBIT, OR IT IS
REASONABLY ANTICIPATED THAT SUCH TERMS AND CONDITIONS WILL PROHIBIT, SUCH
STIMULUS RECIPIENT SUBSIDIARY FROM ENTERING INTO A JOINDER AGREEMENT) BY ANY
LOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY, EACH SUCH NEW SUBSIDIARY WILL
EXECUTE AND DELIVER TO ADMINISTRATIVE AGENT A JOINDER AGREEMENT, PURSUANT TO
WHICH SUCH NEW SUBSIDIARY (I) SHALL BECOME A PARTY HERETO AS A GUARANTOR AND
(II) SHALL BECOME A PARTY TO THE PLEDGE AND SECURITY AGREEMENT AND SHALL DELIVER
TO ADMINISTRATIVE AGENT ALL SUCH OTHER SECURITY DOCUMENTS AND SUCH LEGAL
OPINIONS AS ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, AND SHALL GRANT TO
ADMINISTRATIVE AGENT A LIEN UPON AND SECURITY INTEREST IN ITS COLLATERAL, TO THE
EXTENT PROVIDED IN THE SECURITY DOCUMENTS, FOR THE SECURED OBLIGATIONS (PROVIDED
THAT NO ASSETS OF A FOREIGN SUBSIDIARY OR A FOREIGN SUBSIDIARY HOLDING COMPANY
SHALL BE REQUIRED TO SECURE THE OBLIGATIONS BY PLEDGE OR OTHERWISE); AND
PROMPTLY UPON (AND IN ANY EVENT WITHIN 30 DAYS AFTER (OR SUCH LATER DATE AS