OTHER REPORTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, EACH IN SCOPE, FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT;
(VII)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, WITH RESPECT TO ANY AND ALL CASH DIVIDENDS PAID OR PAYABLE TO IT OR ANY
OF ITS SUBSIDIARIES FROM ANY OF ITS SUBSIDIARIES FROM TIME TO TIME UPON THE
ADMINISTRATIVE AGENT'S REQUEST, PROMPTLY EXECUTE AND DELIVER, OR CAUSE SUCH
SUBSIDIARY TO PROMPTLY EXECUTE AND DELIVER, AS THE CASE MAY BE, ANY AND ALL
FURTHER INSTRUMENTS AND TAKE OR CAUSE SUCH SUBSIDIARY TO TAKE, AS THE CASE MAY
BE, ALL SUCH OTHER ACTION AS THE ADMINISTRATIVE AGENT MAY REASONABLY DEEM
NECESSARY OR DESIRABLE IN ORDER TO OBTAIN AND MAINTAIN FROM AND AFTER THE TIME
SUCH DIVIDEND IS PAID OR PAYABLE A PERFECTED, FIRST PRIORITY LIEN ON AND
SECURITY INTEREST IN SUCH DIVIDENDS; AND
(VIII)
AT ANY TIME AND FROM TIME TO TIME, PROMPTLY EXECUTE AND DELIVER
ANY AND ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH OTHER ACTION AS
THE ADMINISTRATIVE AGENT MAY REASONABLY DEEM NECESSARY OR DESIRABLE IN
PERFECTING AND PRESERVING THE LIENS OF SUCH MORTGAGES, PLEDGES, ASSIGNMENTS,
SECURITY AGREEMENT SUPPLEMENTS, IP SECURITY AGREEMENT SUPPLEMENTS AND SECURITY
AGREEMENTS.
6.13
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPLY, AND CAUSE 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 ALL ENVIRONMENTAL PERMITS NECESSARY FOR ITS OPERATIONS
AND PROPERTIES; AND CONDUCT ANY INVESTIGATION, STUDY, SAMPLING AND TESTING, AND
UNDERTAKE ANY CLEANUP, REMOVAL, REMEDIAL OR OTHER ACTION NECESSARY TO MATERIALLY
COMPLY WITH ALL ENVIRONMENTAL LAWS, EXCEPT FOR SUCH NONCOMPLIANCE AS WOULD NOT,
INDVIDUALLY OR IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; PROVIDED, HOWEVER, THAT NEITHER THE 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.
6.14
PREPARATION OF ENVIRONMENTAL REPORTS.
IF AT ANY TIME THE REQUIRED
LENDERS REASONABLY BELIEVE THAT THE BORROWER HAS MATERIALLY BREACHED ANY
PROVISION OF THIS AGREEMENT RELATING TO ENVIRONMENTAL MATTERS, AT THE WRITTEN
REQUEST OF THE REQUIRED LENDERS, WHICH SHALL SPECIFY IN REASONABLE DETAIL THE
BASIS FOR SUCH REQUEST, PROVIDE TO THE LENDERS PROMPTLY AFTER SUCH REQUEST, AT
THE EXPENSE OF THE BORROWER, AN ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTHER
APPROPRIATE REPORT FOR ANY PROPERTIES DESCRIBED IN SUCH REQUEST (IT BEING
UNDERSTOOD THAT SUCH REQUEST SHALL RELATE TO SUCH PROPERTIES THAT ARE RELEVANT
TO SUCH MATERIAL BREACH OR MATERIAL LOSS), PREPARED BY AN ENVIRONMENTAL
CONSULTING FIRM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, INDICATING
THE PRESENCE OR ABSENCE OF SUCH BREACH AND THE ESTIMATED COST OF ANY COMPLIANCE,
REMOVAL OR REMEDIAL ACTION IN CONNECTION WITH CURING SUCH BREACH;
77
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF THE ADMINISTRATIVE AGENT
REASONABLY DETERMINES AT ANY