SUBSIDIARY OF THE BORROWER, IF ANY, TO DISCLOSE TO THE AGENTS OR ANY LENDER ANY
AND ALL FINANCIAL STATEMENTS AND OTHER INFORMATION OF ANY KIND, AS ANY SUCH
AGENT OR ANY LENDER REASONABLY REQUESTS AND THAT SUCH ACCOUNTANTS MAY HAVE WITH
RESPECT TO THE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR OTHER
AFFAIRS OF THE BORROWER OR ANY OTHER SUBSIDIARY OF THE BORROWER.
5.7
LENDERS' MEETINGS.
THE BORROWER WILL, UPON
THE REQUEST OF THE ADMINISTRATIVE AGENT OR THE REQUISITE LENDERS, PARTICIPATE IN
A MEETING OF THE ADMINISTRATIVE AGENT AND THE LENDERS ONCE DURING EACH FISCAL
YEAR TO BE HELD AT THE BORROWER'S CORPORATE OFFICES (OR AT SUCH OTHER LOCATION
AS MAY BE AGREED TO BY THE BORROWER AND THE ADMINISTRATIVE AGENT) AT SUCH TIME
AS MAY BE AGREED TO BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
5.8
COMPLIANCE WITH LAWS.
EACH CREDIT PARTY
WILL COMPLY, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY (INCLUDING ALL ENVIRONMENTAL LAWS, ERISA AND TAX LAWS),
NONCOMPLIANCE WITH WHICH COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
5.9
[RESERVED].
5.10
ENVIRONMENTAL MATTERS; HAZARDOUS ACTIVITIES,
ETC.
EACH CREDIT PARTY SHALL PROMPTLY TAKE, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES PROMPTLY TO TAKE, ANY AND ALL ACTIONS NECESSARY TO (I) CURE
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ANY MATERIAL VIOLATION OF APPLICABLE ENVIRONMENTAL LAWS BY SUCH CREDIT PARTY OR
ITS SUBSIDIARIES AND (II) MAKE AN APPROPRIATE RESPONSE TO ANY MATERIAL
ENVIRONMENTAL CLAIM AGAINST SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND
DISCHARGE ANY OBLIGATIONS IT MAY HAVE TO ANY PERSON THEREUNDER.
5.11
SUBSIDIARIES.
IN THE EVENT THAT ANY PERSON
BECOMES A DOMESTIC SUBSIDIARY OF THE BORROWER, THE BORROWER SHALL (A) PROMPTLY
(WITHIN 30 DAYS OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY AGREE IN ITS
SOLE DISCRETION), CAUSE SUCH DOMESTIC SUBSIDIARY (OTHER THAN ANY IMMATERIAL
SUBSIDIARY) TO BECOME A GUARANTOR HEREUNDER AND A GRANTOR UNDER THE PLEDGE AND
SECURITY AGREEMENT BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT A COUNTERPART AGREEMENT, AND (B) TAKE ALL SUCH ACTIONS AND
EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, ENVIRONMENTAL
REPORTS (TO THE EXTENT REQUIRED BY THE COLLATERAL AGENT) AND ALL SUCH DOCUMENTS,
INSTRUMENTS, AGREEMENTS, AND CERTIFICATES AS ARE SIMILAR TO THOSE DESCRIBED IN
SECTIONS 3.1(B), 3.1(H) AND 3.1(I). IN THE EVENT THAT ANY PERSON BECOMES A
FOREIGN SUBSIDIARY OF THE BORROWER, AND THE OWNERSHIP INTERESTS OF SUCH FOREIGN
SUBSIDIARY ARE OWNED BY ANY BORROWER OR BY ANY GUARANTOR, THE BORROWER SHALL, OR
SHALL CAUSE SUCH GUARANTOR TO, DELIVER, ALL SUCH DOCUMENTS, INSTRUMENTS,
AGREEMENTS, AND CERTIFICATES AS ARE SIMILAR TO THOSE DESCRIBED IN SECTIONS
3.1(B), AND THE BORROWER SHALL TAKE, OR SHALL CAUSE SUCH GUARANTOR TO TAKE, ALL
OF THE ACTIONS REFERRED TO IN SECTION 3.1(I) THAT ARE NECESSARY TO GRANT AND TO
PERFECT A FIRST PRIORITY LIEN (IN THE CASE OF THE FIXED ASSET COLLATERAL) AND
SECOND PRIORITY LIEN (IN THE CASE