Loan Party nor any of its Subsidiaries shall be required
to undertake any such cleanup, removal, remedial or other action to the extent
that its obligation to do so is being contested in good faith and by proper
proceedings and adequate reserves have been set aside and are being maintained
by the Loan Parties with respect to such circumstances in accordance with GAAP.
6.17
Further Assurances.
(A)
EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER
ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS AND OTHER
DOCUMENTS), THAT MAY BE REQUIRED UNDER ANY APPLICABLE LAW, OR WHICH ANY AGENT
MAY REQUEST, TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS
OR TO GRANT, PRESERVE, PROTECT OR PERFECT THE LIENS CREATED OR INTENDED TO BE
CREATED BY THE SECURITY DOCUMENTS OR THE VALIDITY OR PRIORITY OF ANY SUCH LIEN,
ALL AT THE EXPENSE OF THE LOAN PARTIES. THE LOAN PARTIES ALSO AGREE TO PROVIDE
TO THE AGENTS, FROM TIME TO TIME UPON REQUEST, EVIDENCE SATISFACTORY TO THE
AGENTS AS TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE
CREATED BY THE SECURITY DOCUMENTS.
104
(B)
IF ANY MATERIAL ASSETS ARE ACQUIRED BY ANY
LOAN PARTY AFTER THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL
UNDER THE SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY
AGREEMENT UPON ACQUISITION THEREOF), NOTIFY THE AGENTS THEREOF, AND THE LOAN
PARTIES WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE
OBLIGATIONS AND WILL TAKE SUCH ACTIONS AS SHALL BE NECESSARY OR SHALL BE
REQUESTED BY ANY AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS
DESCRIBED IN PARAGRAPH (A) OF THIS SECTION 6.17, ALL AT THE EXPENSE OF THE LOAN
PARTIES. IN NO EVENT SHALL COMPLIANCE WITH THIS SECTION 6.17(B) WAIVE OR BE
DEEMED A WAIVER OR CONSENT TO ANY TRANSACTION GIVING RISE TO THE NEED TO COMPLY
WITH THIS SECTION 6.17(B) IF SUCH TRANSACTION WAS NOT OTHERWISE EXPRESSLY
PERMITTED BY THIS AGREEMENT OR CONSTITUTE OR BE DEEMED TO CONSTITUTE CONSENT TO
THE INCLUSION OF ANY ACQUIRED ASSETS IN THE COMPUTATION OF THE BORROWING BASE.
(C)
UPON THE REQUEST OF THE COLLATERAL AGENT,
CAUSE EACH OF ITS CUSTOMS BROKERS, FREIGHT FORWARDERS AND OTHER CARRIERS WHICH,
INDIVIDUALLY, HAVE CONTROL OVER, AND/OR HOLD THE DOCUMENTS EVIDENCING OWNERSHIP
OF, INVENTORY OR OTHER COLLATERAL OF THE LOAN PARTIES WITH AN AGGREGATE RETAIL
VALUE IN EXCESS OF TEN PERCENT (10%) OF THE RETAIL VALUE OF ALL INVENTORY OR
OTHER COLLATERAL OF THE LOAN PARTIES AT SUCH TIME TO DELIVER A CUSTOMS BROKER
AGREEMENT TO THE COLLATERAL AGENT.
(D)
UPON THE REQUEST OF THE COLLATERAL AGENT,
CAUSE ANY OF ITS LANDLORDS WITH RESPECT TO REAL ESTATE ACQUIRED OR LEASED AFTER
THE CLOSING DATE TO DELIVER A COLLATERAL ACCESS AGREEMENT TO THE COLLATERAL
AGENT IN SUCH FORM AS THE COLLATERAL AGENT MAY REASONABLY REQUIRE IF THE
AGGREGATE RETAIL VALUE OF THE INVENTORY OR OTHER COLLATERAL OF THE LOAN PARTIES
AT ANY SUCH LOCATION EXCEEDS