DOCUMENTATION REFERRED TO ABOVE AND THE
PERFECTION OF THE ADMINISTRATIVE AGENT'S LIENS THEREUNDER), ALL IN FORM, CONTENT
AND SCOPE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(B)
WITHOUT LIMITING THE GENERALITY OF THE ABOVE, THE LOAN PARTIES WILL
CAUSE 100% OF THE ISSUED AND OUTSTANDING EQUITY INTEREST OF EACH DOMESTIC
SUBSIDIARY (BUT NO EQUITY INTEREST OF ANY FOREIGN SUBSIDIARY) AND 100% OF THE
EQUITY INTERESTS HELD BY THE LOAN PARTIES IN MEDIAXSTREAM, LLC TO BE SUBJECT AT
ALL TIMES TO A FIRST PRIORITY, PERFECTED LIEN IN FAVOR OF THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS AND CONDITIONS OF THE COLLATERAL DOCUMENTS OR SUCH
OTHER SECURITY DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REQUEST.
(C)
WITH RESPECT TO EACH ACCOUNT FOR WHICH EITHER THE PERFECTION,
ENFORCEABILITY, OR VALIDITY OF THE ADMINISTRATIVE AGENT'S LIENS IN SUCH ACCOUNT,
OR THE ADMINISTRATIVE AGENT'S RIGHT OR ABILITY TO OBTAIN DIRECT PAYMENT TO THE
ADMINISTRATIVE AGENT OF THE PROCEEDS OF SUCH ACCOUNT, IS GOVERNED BY ANY
FEDERAL, STATE, OR LOCAL STATUTORY REQUIREMENTS OTHER THAN THOSE OF THE UCC, THE
LOAN PARTIES WILL TAKE SUCH STEPS AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME REASONABLY REQUEST, PROVIDED
90
THAT THE LOAN PARTIES SHALL NOT BE REQUIRED TO TAKE ANY ACTION UNDER THIS
SECTION 6.14(C) UNLESS THE AGGREGATE AMOUNT OF SUCH ACCOUNTS GOVERNED BY
STATUTORY REQUIREMENTS OTHER THAN THE UCC EXCEEDS $250,000 AT ANY TIME.
(D)
EACH LOAN PARTY SHALL ALSO GRANT TO THE ADMINISTRATIVE AGENT A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN ANY ADDITIONAL PROPERTY IT OWNS OR
ACQUIRES, TO SECURE THE OBLIGATIONS PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS.
SECTION 6.15
COVENANT WITH RESPECT TO ENVIRONMENTAL MATTERS.
IN
RESPECT OF ALL ENVIRONMENTAL MATTERS:
(A)
COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL
FEDERAL, STATE, AND LOCAL ENVIRONMENTAL LAWS APPLICABLE TO THE LOAN PARTIES OR
THEIR PROPERTY; NOTIFY THE ADMINISTRATIVE AGENT PROMPTLY IN THE EVENT OF ANY
SPILL, RELEASE OR DISPOSAL OF HAZARDOUS MATERIAL ON, OR HAZARDOUS WASTE
POLLUTION OR CONTAMINATION AFFECTING, THE FACILITIES IN MATERIAL VIOLATION OF
APPLICABLE ENVIRONMENTAL LAWS OF WHICH A LOAN PARTY HAS ACTUAL KNOWLEDGE;
FORWARD TO THE ADMINISTRATIVE AGENT PROMPTLY ANY WRITTEN NOTICES RELATING TO
SUCH MATTERS RECEIVED FROM ANY GOVERNMENTAL AUTHORITY; AND PAY WHEN DUE ANY FINE
OR ASSESSMENT AGAINST THE FACILITIES PROVIDED, HOWEVER, THAT THE LOAN PARTIES
SHALL NOT BE REQUIRED TO PAY ANY SUCH FINE OR ASSESSMENT SO LONG AS THE VALIDITY
THEREOF SHALL BE DILIGENTLY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND THEY SHALL HAVE SET ASIDE ON THEIR BOOKS REASONABLE RESERVES (IN ACCORDANCE
WITH GAAP) WITH RESPECT TO ANY SUCH FINE OR ASSESSMENT SO CONTESTED; AND
PROVIDED FURTHER THAT, IN ANY EVENT, PAYMENT OF ANY SUCH FINE OR ASSESSMENT
SHALL BE MADE BEFORE ANY OF THEIR PROPERTY SHALL BE SUBJECTED TO A LIEN OR BE
SEIZED OR SOLD IN SATISFACTION THEREOF;
(B)
PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT UPON BECOMING AWARE OF
ANY FACT OR CHANGE IN CIRCUMSTANCES THAT WOULD BE EXPECTED TO CAUSE ANY OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.09 TO