Materials on,
at, in, under, above, to, from or about any of its Real Estate; provided,
however, that neither a Loan Party nor any of its Subsidiaries
111
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 adequate reserves have been set aside and
are being maintained by the Loan Parties with respect to such circumstances in
accordance with GAAP.
6.17
Further Assurances.
(A)
EXECUTE ANY AND ALL FURTHER DOCUMENTS, FINANCING STATEMENTS,
AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS (INCLUDING THE
FILING AND RECORDING OF FINANCING STATEMENTS AND OTHER DOCUMENTS), THAT MAY BE
REQUIRED UNDER ANY APPLICABLE LAW, OR WHICH ANY AGENT MAY REASONABLY REQUEST, TO
EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR TO GRANT,
PRESERVE, PROTECT OR PERFECT THE LIENS CREATED OR INTENDED TO BE CREATED BY THE
SECURITY DOCUMENTS OR THE VALIDITY OR PRIORITY OF ANY SUCH LIEN, ALL AT THE
EXPENSE OF THE LOAN PARTIES. THE LOAN PARTIES ALSO AGREE TO PROVIDE TO THE
AGENTS, FROM TIME TO TIME UPON REASONABLE REQUEST, EVIDENCE SATISFACTORY TO THE
AGENTS AS TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE
CREATED BY THE SECURITY DOCUMENTS.
(B)
IF ANY MATERIAL ASSETS ARE ACQUIRED BY ANY LOAN PARTY AFTER THE
CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER THE SECURITY
AGREEMENT THAT BECOME SUBJECT TO THE LIEN OF THE SECURITY AGREEMENT UPON
ACQUISITION THEREOF), NOTIFY THE AGENTS THEREOF, AND THE LOAN PARTIES WILL CAUSE
SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE OBLIGATIONS AND WILL TAKE
SUCH ACTIONS AS SHALL BE NECESSARY OR SHALL BE REQUESTED BY ANY AGENT TO GRANT
AND PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN CLAUSE (A) OF THIS
SECTION 6.17, ALL AT THE EXPENSE OF THE LOAN PARTIES.
IN NO EVENT SHALL
COMPLIANCE WITH THIS SECTION 6.17(B) WAIVE OR BE DEEMED A WAIVER OR CONSENT TO
ANY TRANSACTION GIVING RISE TO THE NEED TO COMPLY WITH THIS SECTION 6.17(B) IF
SUCH TRANSACTION WAS NOT OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT OR
CONSTITUTE OR BE DEEMED TO CONSTITUTE CONSENT TO THE INCLUSION OF ANY ACQUIRED
ASSETS IN THE COMPUTATION OF THE BORROWING BASE.
(C)
UPON THE REQUEST OF THE COLLATERAL AGENT, CAUSE EACH OF ITS CUSTOMS
BROKERS TO DELIVER AN AGREEMENT (INCLUDING, WITHOUT LIMITATION, A CUSTOMS BROKER
AGREEMENT) TO THE COLLATERAL AGENT COVERING SUCH MATTERS AND IN SUCH FORM AS THE
COLLATERAL AGENT MAY REASONABLY REQUIRE.
6.18
Compliance with Terms of Leaseholds.
Except as otherwise expressly
permitted hereunder, make all payments and otherwise perform all obligations in
respect of all Leases to which any Loan Party or any of its Subsidiaries is a
party, use commercially reasonable efforts to keep such Leases in full force and
effect and not allow such Leases to lapse or be terminated (other than upon any
stated expiration date) or any rights to renew such leases to be