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(D), 2.04, 2.06, 2.07, 2.12,
9.04(B) AND 9.14(B).
(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
73
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 AN ENVIRONMENTAL
CONSULTING FIRM TO PREPARE SUCH REPORT AT THE EXPENSE OF THE U.S. BORROWER, AND
THE U.S. BORROWER HEREBY GRANTS AND AGREES TO CAUSE ANY SUBSIDIARY THAT OWNS ANY
PROPERTY DESCRIBED IN SUCH REQUEST TO GRANT AT THE TIME OF SUCH REQUEST, TO THE
ADMINISTRATIVE AGENT, THE LENDER PARTIES, SUCH FIRM AND ANY AGENTS OR
REPRESENTATIVES THEREOF AN IRREVOCABLE NON-EXCLUSIVE LICENSE, SUBJECT TO THE
RIGHTS OF TENANTS, TO ENTER ONTO ITS OR THEIR RESPECTIVE PROPERTIES TO UNDERTAKE
SUCH AN ASSESSMENT.
(O)
POST-CLOSING DELIVERIES.
WITHIN 90 DAYS AFTER THE CLOSING DATE,
PROVIDE THE FOLLOWING, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(i)
(A)
fully paid date-down endorsements (the "Date-down
Endorsements") to the Mortgage Policies issued in respect of