time, promptly execute and deliver any
and all further instruments and documents and take all such other action as the
Administrative Agent may deem necessary or desirable in obtaining the full
benefits of, or in perfecting and preserving the Liens of, such guaranties,
mortgages, pledges, assignments, security agreements and assumption agreements,
and
(I)
within 60 days after such request, deliver to the Administrative
Agent a signed copy of a favorable opinion, addressed to the Administrative
Agent, of counsel for the Borrowers reasonably acceptable to the Administrative
Agent as to the matters contained in this Section 5.01(j), as to such guarantees
and security agreements being legal, valid and binding obligations of each of
the Borrowers and their respective Subsidiaries enforceable in accordance with
their terms and as to such other matters as the Administrative Agent may
reasonably request.
(K)
INVESTMENTS IN CANADIAN BORROWER.
IN THE CASE OF THE U.S.
BORROWER, MAKE LOANS OR ADVANCES, OR MAKE EQUITY CONTRIBUTIONS, TO THE CANADIAN
BORROWER FROM TIME TO TIME IN AMOUNTS SUFFICIENT TO ENABLE THE CANADIAN BORROWER
TO PERFORM ITS OBLIGATIONS PURSUANT TO SECTIONS 2.02, 2.03, 2.04, 2.09,
9.04(B) AND 9.15.
62
(L)
MAINTENANCE OF CASH MANAGEMENT SYSTEMS.
MAINTAIN LOCKBOX
ACCOUNTS AND OTHER CASH MANAGEMENT SYSTEMS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT.
(M)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPLY, AND CAUSE EACH OF ITS
SUBSIDIARIES AND ALL LESSEES AND OTHER PERSONS OPERATING OR OCCUPYING ITS
PROPERTIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE
ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS; OBTAIN AND RENEW AND CAUSE EACH OF
ITS SUBSIDIARIES TO OBTAIN AND RENEW ALL ENVIRONMENTAL PERMITS NECESSARY FOR ITS
OPERATIONS AND PROPERTIES; AND CONDUCT, AND CAUSE EACH OF ITS SUBSIDIARIES TO
CONDUCT, ANY INVESTIGATION, STUDY, SAMPLING AND TESTING, AND UNDERTAKE ANY
CLEANUP, REMOVAL, REMEDIAL OR OTHER ACTION NECESSARY TO REMOVE AND CLEAN UP ALL
HAZARDOUS MATERIALS FROM ANY OF ITS PROPERTIES, IN ACCORDANCE WITH THE
REQUIREMENTS OF ALL ENVIRONMENTAL LAWS; PROVIDED, HOWEVER, THAT NEITHER THE U.S.
BORROWER 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 APPROPRIATE
RESERVES ARE BEING MAINTAINED WITH RESPECT TO SUCH CIRCUMSTANCES.
(N)
PREPARATION OF ENVIRONMENTAL REPORTS.
AT THE REQUEST OF THE
ADMINISTRATIVE AGENT FROM TIME TO TIME, PROVIDE TO THE LENDER PARTIES WITHIN 60
DAYS AFTER SUCH REQUEST, AT THE EXPENSE OF THE U.S. BORROWER, AN ENVIRONMENTAL
SITE ASSESSMENT REPORT FOR ANY OF ITS OR ITS SUBSIDIARIES' PROPERTIES DESCRIBED
IN SUCH REQUEST, PREPARED BY AN ENVIRONMENTAL CONSULTING FIRM ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, INDICATING THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS
AND THE ESTIMATED COST OF ANY COMPLIANCE, REMOVAL OR REMEDIAL ACTION IN
CONNECTION WITH ANY HAZARDOUS MATERIALS ON SUCH PROPERTIES; WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, IF THE ADMINISTRATIVE AGENT DETERMINES AT ANY TIME
THAT A MATERIAL RISK EXISTS THAT ANY SUCH REPORT WILL NOT BE PROVIDED WITHIN THE
TIME REFERRED TO ABOVE, THE ADMINISTRATIVE AGENT MAY RETAIN