NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT OR TO RESULT IN THE PAYMENT OF A MATERIAL ENVIRONMENTAL AMOUNT.
(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 ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND THE PENDENCY OF SUCH PROCEEDINGS COULD
NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.9.
Additional Subsidiaries; Additional
Collateral.
(A)
WITH RESPECT TO ANY DOMESTIC SUBSIDIARY
CREATED OR ACQUIRED AFTER THE EFFECTIVE DATE BY THE BORROWER, PROMPTLY CAUSE
SUCH SUBSIDIARY TO BECOME A PARTY TO THE GUARANTEE AND COLLATERAL AGREEMENT,
DELIVER TO THE ADMINISTRATIVE AGENT THE CERTIFICATES REPRESENTING THE CAPITAL
STOCK OF SUCH SUBSIDIARY, TOGETHER WITH UNDATED STOCK POWERS, EXECUTED IN BLANK,
SECURING THE OBLIGATIONS AS DESCRIBED IN THE GUARANTEE AND COLLATERAL AGREEMENT
AND COVERING THE TYPES OF ASSETS COVERED BY THE GUARANTEE AND COLLATERAL
AGREEMENT, TAKE ALL REQUIRED ACTIONS TO PERFECT THE SECURITY INTERESTS CREATED
BY THE GUARANTEE AND COLLATERAL AGREEMENT IN THE ASSETS OF SUCH SUBSIDIARY AND
IF REQUESTED BY THE ADMINISTRATIVE AGENT, DELIVER TO THE ADMINISTRATIVE AGENT
LEGAL OPINIONS RELATING TO THE PRECEDING MATTERS, WHICH OPINIONS SHALL BE IN
FORM AND SUBSTANCE, AND FROM COUNSEL, REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(B)
WITH RESPECT TO EACH DIRECT MATERIAL FOREIGN
SUBSIDIARY OF THE BORROWER OR OF ANY DOMESTIC SUBSIDIARY ACQUIRED OR FORMED
AFTER THE EFFECTIVE DATE OR A FOREIGN SUBSIDIARY THAT OTHERWISE BECOMES A DIRECT
MATERIAL FOREIGN SUBSIDIARY AFTER THE EFFECTIVE DATE (OR WITH RESPECT TO SUCH
OTHER DIRECT FOREIGN SUBSIDIARIES AS, TOGETHER WITH ALL DIRECT MATERIAL FOREIGN
SUBSIDIARIES, CONSTITUTE 80% OR MORE OF THE ASSETS OR REVENUES (COMPUTED FOR THE
MOST RECENT FISCAL YEAR) OF THE FOREIGN SUBSIDIARIES, TAKEN AS A WHOLE),
PROMPTLY AFTER THE ACQUISITION OR FORMATION THEREOF OR SUCH OTHER FOREIGN
SUBSIDIARY BECOMING A DIRECT MATERIAL FOREIGN SUBSIDIARY, EXECUTE AND DELIVER
AND CAUSE EACH SUCH FOREIGN SUBSIDIARY TO EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, SUCH DOCUMENTS AND INSTRUMENTS (INCLUDING, WITHOUT
LIMITATION, PLEDGE AGREEMENTS) AND TAKE SUCH ACTION (INCLUDING, WITHOUT
LIMITATION, THE DELIVERY OF STOCK CERTIFICATES AND INSTRUMENTS) AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN ORDER TO GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, AS COLLATERAL
SECURITY FOR THE OBLIGATIONS, A FIRST PRIORITY PERFECTED SECURITY INTEREST IN
65% OF THE VOTING CAPITAL STOCK AND 100% OF THE NON-VOTING CAPITAL STOCK OF, OR
EQUIVALENT OWNERSHIP INTERESTS IN, SUCH DIRECT FOREIGN SUBSIDIARY, ALONG WITH
ANY WARRANTS, OPTIONS, OR OTHER RIGHTS TO ACQUIRE THE SAME, IN ALL CASES TO THE
EXTENT LEGALLY PERMISSIBLE AND PRACTICABLE AND DELIVER TO THE ADMINISTRATIVE
AGENT SUCH LEGAL OPINIONS AS IT SHALL REASONABLY REQUEST
61
WITH RESPECT THERETO.
FOR PURPOSES OF THIS SUBSECTION 7.9(B), "DIRECT" MEANS
DIRECTLY HELD BY THE BORROWER OR