COMPANY AFTER THE DATE HEREOF, AND IN CONNECTION THEREWITH,
FURNISH THE AGENT WITH THE ORGANIZATIONAL DOCUMENTS OF SUCH NEWLY ACQUIRED OR
CREATED SUBSIDIARY AND SUFFICIENT INFORMATION TO DISCLOSE TO THE AGENT IN
REASONABLE DETAIL THE OWNERSHIP STRUCTURE AND CAPITALIZATION OF SUCH SUBSIDIARY,
AND, EXCEPT WITH RESPECT TO A NON-GUARANTOR SUBSIDIARY, PROMPTLY CAUSE SUCH
NEWLY CREATED OR ACQUIRED SUBSIDIARY OF THE COMPANY TO EXECUTE AND DELIVER TO
THE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS AND THE LENDERS UNDER THE TERM
LOAN FACILITY, A JOINDER AGREEMENT, TOGETHER WITH SUCH RELATED CERTIFICATES,
OPINIONS, AND DOCUMENTS AS THE AGENT OR ANY LENDER MAY REASONABLY REQUIRE.
SECTION 5.11
NOTICE OF EVENTS.
NOTIFY THE AGENT IMMEDIATELY UPON ACQUIRING
KNOWLEDGE OF THE OCCURRENCE OF, OR IF THE COMPANY OR ANY OF ITS SUBSIDIARIES
CAUSES OR INTENDS TO CAUSE, AS THE CASE MAY BE:
(1) THE INSTITUTION OF ANY
LAWSUIT OR ADMINISTRATIVE PROCEEDING AFFECTING THE COMPANY OR ANY OF ITS
SUBSIDIARIES, THE ADVERSE DETERMINATION UNDER WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT; (2) THE OCCURRENCE OF ANY MATERIAL ADVERSE
EFFECT; (3) ANY EVENT OF DEFAULT OR ANY DEFAULT, TOGETHER WITH A DETAILED
STATEMENT BY AN APPROPRIATE OFFICER OR OTHER RESPONSIBLE PARTY ACCEPTABLE TO THE
AGENT ON BEHALF OF THE COMPANY OF THE STEPS BEING TAKEN TO CURE THE EFFECT OF
SUCH EVENT OF DEFAULT OR DEFAULT; (4) THE OCCURRENCE OF A DEFAULT OR EVENT OF
DEFAULT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER ANY AGREEMENT OR SERIES
OF RELATED AGREEMENTS TO WHICH IT IS A PARTY, WHICH DEFAULT OR EVENT OF DEFAULT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (5) ANY
MATERIAL CHANGE IN THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
THE COMPANY WILL NOTIFY, OR CAUSE EACH GUARANTOR TO NOTIFY, THE AGENT
IN WRITING WITHIN 30 DAYS PRIOR TO THE DATE THAT THE COMPANY OR ANY GUARANTOR
CHANGES ITS NAME OR THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL
PLACE OF BUSINESS OR THE PLACE WHERE IT KEEPS ITS BOOKS AND RECORDS.
ANY NOTICE
OF A NAME CHANGE DELIVERED TO THE AGENT SHALL BE ACCOMPANIED BY SUCH
CERTIFICATES OF GOVERNMENTAL AUTHORITIES AS THE AGENT OR ANY LENDER MAY REQUIRE
SUBSTANTIATING SUCH NAME CHANGE.
43
SECTION 5.12
ENVIRONMENTAL MATTERS.
WITHOUT LIMITING THE GENERALITY OF
SECTION 5.1(C) HEREOF, (A) COMPLY IN ALL MATERIAL RESPECTS WITH ALL LIMITATIONS,
RESTRICTIONS, CONDITIONS, STANDARDS, PROHIBITIONS, REQUIREMENTS, OBLIGATIONS,
SCHEDULES AND TIMETABLES CONTAINED IN ANY APPLICABLE REQUIREMENT OF
ENVIRONMENTAL LAW OR ENVIRONMENTAL PERMIT; (B) OBTAIN AND MAINTAIN IN EFFECT ALL
ENVIRONMENTAL PERMITS, THE FAILURE TO OBTAIN WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT; AND (C) KEEP ITS PROPERTY FREE OF ANY
ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL LIABILITIES WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.13
END OF FISCAL YEAR.
THE COMPANY SHALL CAUSE EACH OF ITS FISCAL
YEARS AND EACH OF ITS SUBSIDIARIES' FISCAL YEARS TO END