THE GENERALITY OF
THE FOREGOING, EACH SPECIFIED COMPANY SHALL, AND SHALL CAUSE EACH OTHER NOTE
PARTY TO, COMPLY IN ALL MATERIAL RESPECTS WITH EACH ENVIRONMENTAL LAW REQUIRING
THE PERFORMANCE AT ANY REAL PROPERTY BY ANY SPECIFIED COMPANY OR ANY OTHER NOTE
PARTY OF ACTIVITIES IN RESPONSE TO THE RELEASE OR THREATENED RELEASE OF A
HAZARDOUS MATERIAL.
(B)
SPECIFIED COMPANIES WILL PROVIDE EACH
PURCHASER WITHIN THIRTY (30) DAYS AFTER DEMAND THEREFOR (OR OTHER PERIOD
APPROVED BY THE REQUIRED HOLDERS) WITH A BOND, LETTER OF CREDIT OR SIMILAR
FINANCIAL ASSURANCE EVIDENCING TO THE SATISFACTION OF THE REQUIRED HOLDERS THAT
SUFFICIENT FUNDS ARE AVAILABLE TO PAY THE COST OF ANY REMEDIATION REQUIRED
PURSUANT TO SECTION 7.10(A), SUCH DEMAND TO BE MADE, IF AT ALL, UPON THE
REQUIRED HOLDER'S REASONABLE BUSINESS DETERMINATION THAT THE FAILURE TO REMOVE,
TREAT OR DISPOSE OF ANY HAZARDOUS MATERIALS CONTAMINATION, OR THE FAILURE TO
DISCHARGE ANY SUCH ASSESSMENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
7.11
[INTENTIONALLY OMITTED].
7.12
FURTHER ASSURANCES.
(A)
EACH SPECIFIED COMPANY WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, AT ITS OWN COST AND EXPENSE, CAUSE TO BE PROMPTLY AND DULY
TAKEN, EXECUTED, ACKNOWLEDGED AND DELIVERED ALL SUCH FURTHER ACTS, DOCUMENTS AND
ASSURANCES AS MAY FROM TIME TO TIME BE NECESSARY OR AS THE REQUIRED HOLDERS MAY
FROM TIME TO TIME REASONABLY REQUEST IN ORDER TO IMPLEMENT OR TO GIVE EFFECT TO
THE PROVISIONS OF THE SUBORDINATED NOTE DOCUMENTS.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IN THE EVENT THAT ANY SPECIFIED COMPANY OR ANY DOMESTIC SUBSIDIARIES
SHALL ACQUIRE OR FORM ANY NEW DOMESTIC SUBSIDIARY AFTER THE DATE HEREOF (WHICH
ACQUISITIONS AND FORMATIONS MAY ONLY BE CONSUMMATED IN COMPLIANCE WITH THE
PROVISIONS HEREOF), THE RESPECTIVE SPECIFIED COMPANY OR THE RESPECTIVE DOMESTIC
SUBSIDIARY WILL CAUSE SUCH NEW DOMESTIC SUBSIDIARY, UPON SUCH ACQUISITION AND
CONCURRENTLY WITH SUCH FORMATION, (I) TO EXECUTE A SUBSIDIARY JOINDER IN ORDER
TO BECOME A NOTE PARTY AND (II) TO EXECUTE AND DELIVER, OR
33
CAUSE TO BE EXECUTED AND DELIVERED, ALL OTHER RELEVANT DOCUMENTATION OF THE TYPE
DESCRIBED IN ARTICLE III AS SUCH NEW DOMESTIC SUBSIDIARY WOULD HAVE HAD TO
DELIVER IF SUCH NEW DOMESTIC SUBSIDIARY WERE A NOTE PARTY ON THE CLOSING DATE,
INCLUDING SUCH PROOF OF CORPORATE (OR COMPARABLE) ACTION, INCUMBENCY OF
OFFICERS, OPINIONS OF COUNSEL AND OTHER DOCUMENTS AS THE REQUIRED HOLDERS SHALL
HAVE REQUIRED OR REQUESTED.
(C)
EACH SPECIFIED COMPANY WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, TAKE SUCH ACTION FROM TIME TO TIME AS SHALL BE
NECESSARY TO ENSURE THAT EACH OF ITS SUBSIDIARIES IS A WHOLLY-OWNED SUBSIDIARY.
7.13
[INTENTIONALLY OMITTED]
7.14
NON-VOTING BOARD OBSERVER.
SO LONG AS ANY NOTES
REMAIN OUTSTANDING, THE COMPANY AGREES THAT ONE OF (A) OCM OR (B) ANY OTHER
PURCHASER DESIGNATED BY OCM FROM TIME TO TIME (THE "OBSERVER NOMINATOR") SHALL
BE ENTITLED TO DESIGNATE ONE AUTHORIZED REPRESENTATIVE (SUCH REPRESENTATIVE, A
"NON-VOTING OBSERVER"), WHO SHALL BE ENTITLED TO ATTEND (BUT NOT BE ENTITLED TO
VOTE AT) EACH MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY