AND SCHEDULE FOR RESPONDING TO ANY ENVIRONMENTAL
PROBLEMS DESCRIBED THEREIN, AND THE BORROWER'S ESTIMATE OF THE COSTS THEREOF,
AND (II) PROVIDE THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER A
SUPPLEMENTAL REPORT(S) OF SUCH ENGINEER WHENEVER THE SCOPE OF THE ENVIRONMENTAL
PROBLEMS OR THE BORROWER'S RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF,
SHALL MATERIALLY CHANGE.
NOTWITHSTANDING THE
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ABOVE, THE BORROWER SHALL NOT BE OBLIGATED (OTHER THAN AS REQUIRED BY APPLICABLE
LAW) TO UNDERTAKE ANY TESTS OR REMEDIATION AT ANY OFFSITE PROPERTY (A) THAT IS
NOT OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES AND (B) WHERE
CONTAMINANTS GENERATED BY PERSONS OTHER THAN THE BORROWER OR ANY OF ITS
SUBSIDIARIES HAVE ALSO COME TO BE LOCATED.
B.
DEFEND, INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE EMPLOYEES, THE
ADMINISTRATIVE AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND
EXPENSES OF WHATEVER KIND OR NATURE KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE,
ARISING OUT OF, OR IN ANY WAY RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH
OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF THE
BORROWER, ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES, OR ANY ORDERS,
REQUIREMENTS OR DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED THERETO, INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' AND CONSULTANTS' FEES, INVESTIGATION
AND LABORATORY FEES, COSTS ARISING FROM ANY REMEDIAL ACTIONS, COURT COSTS AND
LITIGATION EXPENSES, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING ARISE OUT OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION
THEREFOR.
THE AGREEMENTS IN THIS SECTION 7.9(B) SHALL SURVIVE REPAYMENT OF THE
NOTES AND ALL OTHER OBLIGATIONS.
15.10.
USE OF PROCEEDS
Use all proceeds of the Loans as provided in Section 6.8.
15.11.
ADDITIONAL SECURITY; FURTHER ASSURANCES
A.
AGREEMENT TO GRANT ADDITIONAL SECURITY.
PROMPTLY, AND IN ANY EVENT WITHIN 30 DAYS (UNLESS OTHERWISE EXTENDED AT THE
DISCRETION OF THE ADMINISTRATION AGENT) AFTER THE ACQUISITION BY THE BORROWER OR
ANY DOMESTIC SUBSIDIARY OF ASSETS OR REAL OR PERSONAL PROPERTY OR LEASEHOLD
INTERESTS OF THE TYPE THAT WOULD HAVE CONSTITUTED COLLATERAL ON THE DATE HEREOF,
IN EACH CASE IN WHICH THE COLLATERAL AGENT OR THE ADMINISTRATIVE AGENT DOES NOT
HAVE A PERFECTED SECURITY INTEREST UNDER THE SECURITY DOCUMENTS (OTHER THAN
(U) CAPITAL STOCK SUBJECT TO SECTION 7.11(C), (V) ALL ASSETS OWNED BY ANY
RECEIVABLES SUBSIDIARY, ANY OF THE THAI HOLDING COMPANIES, OR IRIC,
(W) COPYRIGHTS, PATENTS AND TRADEMARKS TO THE EXTENT PERFECTION WOULD REQUIRE
FILING IN ANY FOREIGN JURISDICTION, (X) ASSETS OR REAL OR PERSONAL PROPERTY
SUBJECT TO LIENS PERMITTED UNDER SECTION 8.1(C) UNDER AGREEMENTS WHICH PROHIBIT
THE CREATION OF ADDITIONAL LIENS ON SUCH ASSETS, (Y) ANY PARCEL OF REAL ESTATE
OR LEASEHOLD INTEREST ACQUIRED AFTER THE CLOSING DATE WITH A FAIR MARKET VALUE
OF LESS THAN $10,000,000 OR (Z) ANY OTHER ASSET WITH A FAIR MARKET VALUE OF LESS
THAN $100,000 INDIVIDUALLY (PROVIDED THAT ALL SUCH OTHER ASSETS COLLECTIVELY
HAVE A FAIR MARKET VALUE OF LESS THAN $10,000,000)) AND WITHIN