FINANCIAL ASSURANCE. BORROWER WILL PROVIDE ADMINISTRATIVE AGENT
WITHIN THIRTY (30) DAYS AFTER DEMAND THEREFOR WITH A BOND, LETTER OF CREDIT OR
SIMILAR FINANCIAL ASSURANCE EVIDENCING TO THE SATISFACTION OF ADMINISTRATIVE
AGENT THAT SUFFICIENT FUNDS ARE AVAILABLE TO PAY THE COST OF REMOVING, TREATING
AND DISPOSING OF ANY HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS CONTAMINATION
AND DISCHARGING ANY ASSESSMENT WHICH MAY BE ESTABLISHED ON ANY PROPERTY AS A
RESULT THEREOF, SUCH DEMAND TO BE MADE, IF AT ALL, UPON ADMINISTRATIVE AGENT'S
REASONABLE BUSINESS DETERMINATION THAT THE FAILURE TO REMOVE, TREAT OR DISPOSE
OF ANY HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS CONTAMINATION, OR THE FAILURE
TO DISCHARGE ANY SUCH ASSESSMENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 4.11
FURTHER ASSURANCES.
(A)
GENERAL.
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY, AT ITS
OWN COST AND EXPENSE, TO PROMPTLY AND DULY TAKE, EXECUTE, ACKNOWLEDGE AND
DELIVER ALL SUCH FURTHER ACTS, DOCUMENTS AND ASSURANCES AS MAY FROM TIME TO TIME
BE NECESSARY OR AS ADMINISTRATIVE AGENT OR REQUIRED LENDERS MAY FROM TIME TO
TIME REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND PURPOSES OF THE
FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING ALL
SUCH ACTIONS TO ESTABLISH, CREATE, PRESERVE, PROTECT AND PERFECT A FIRST
PRIORITY LIEN (SUBJECT ONLY TO PERMITTED LIENS) IN FAVOR OF ADMINISTRATIVE AGENT
FOR ITSELF AND FOR THE BENEFIT THE LENDERS ON THE COLLATERAL (INCLUDING
COLLATERAL ACQUIRED AFTER THE DATE HEREOF), INCLUDING ON ANY AND ALL ASSETS OF
EACH CREDIT PARTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED.
(B)
NEW SUBSIDIARIES.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IN THE EVENT BORROWER OR ANY OF ITS SUBSIDIARIES SHALL ACQUIRE OR
FORM ANY NEW SUBSIDIARY AFTER THE DATE
54
HEREOF, BORROWER OR THE RESPECTIVE SUBSIDIARY WILL CAUSE SUCH NEW SUBSIDIARY,
UPON SUCH ACQUISITION AND CONCURRENTLY WITH SUCH FORMATION (EXCLUDING ANY
FOREIGN SUBSIDIARY WHOSE GUARANTEE OR GRANT OF A LIEN WOULD RESULT IN MATERIAL
ADVERSE TAX CONSEQUENCES TO BORROWER UNDER SECTION 956 OF THE INTERNAL REVENUE
CODE AS DETERMINED BY ADMINISTRATIVE AGENT), (I) TO EXECUTE A GUARANTEE (IN FORM
AND SUBSTANCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT) GUARANTEEING
PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS AND TO TAKE SUCH OTHER ACTION
(INCLUDING, WITHOUT LIMITATION, AUTHORIZING THE FILING OF SUCH UCC FINANCING
STATEMENTS AND DELIVERING CERTIFICATES IN RESPECT OF THE CAPITAL STOCK OF SUCH
SUBSIDIARY) AS SHALL BE NECESSARY OR APPROPRIATE TO ESTABLISH, CREATE, PRESERVE,
PROTECT AND PERFECT A FIRST PRIORITY LIEN (SUBJECT ONLY TO PERMITTED LIENS) IN
FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND
LENDERS ON ALL ASSETS, BOTH REAL AND PERSONAL, IN WHICH SUCH NEW SUBSIDIARY HAS
OR MAY THEREAFTER ACQUIRE ANY INTEREST, (II) TO EXECUTE SUCH OTHER SECURITY
DOCUMENTS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT,
AS MAY BE REQUIRED OR REQUESTED BY ADMINISTRATIVE AGENT IN CONNECTION WITH THE
ACTIONS CONTEMPLATED HEREBY AND (III) TO DELIVER SUCH PROOF OF CORPORATE (OR
COMPARABLE) ACTION, INCUMBENCY OF OFFICERS, OPINIONS OF COUNSEL AND OTHER
DOCUMENTS AS ADMINISTRATIVE AGENT SHALL HAVE REQUIRED OR REQUESTED.
UNTIL