COMPLY IN ALL
RESPECTS WITH AND MAINTAIN, AND ENSURE THAT ALL TENANTS AND SUBTENANTS OBTAIN
AND COMPLY IN ALL RESPECTS WITH AND MAINTAIN, ANY AND ALL LICENSES, APPROVALS,
NOTIFICATIONS, REGISTRATIONS OR PERMITS REQUIRED BY APPLICABLE ENVIRONMENTAL
LAWS, EXCEPT TO THE EXTENT THAT ANY FAILURES COULD 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
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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 CLOSING 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 CLOSING DATE
OR A FOREIGN SUBSIDIARY THAT OTHERWISE BECOMES A DIRECT MATERIAL FOREIGN
SUBSIDIARY AFTER THE CLOSING 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