an opinion thereon acceptable to the Agent by Deloitte & Touche
or other independent accountants selected by the Borrower and acceptable to the
Agent.
SECTION 5.10
ENVIRONMENT.
BE AND REMAIN, AND CAUSE EACH SUBSIDIARY TO BE AND
REMAIN, IN COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL, STATE, AND LOCAL
ENVIRONMENTAL, HEALTH, AND SAFETY LAWS, CODES AND ORDINANCES, AND ALL RULES AND
REGULATIONS ISSUED THEREUNDER; WITH RESPECT TO MATTERS DISCLOSED IN
SCHEDULE 4.14, IMPLEMENT PRUDENT MEASURES TO ACHIEVE COMPLIANCE WITH ALL
RELEVANT LAWS AND REGULATIONS WITHIN A REASONABLE TIME AND IN ACCORDANCE WITH
REQUIREMENTS NEGOTIATED WITH APPLICABLE REGULATORY AGENCIES; NOTIFY THE AGENT
PROMPTLY OF ANY NOTICE OF A HAZARDOUS DISCHARGE OR ENVIRONMENTAL COMPLAINT
RECEIVED FROM ANY GOVERNMENTAL AGENCY OR ANY OTHER PARTY (AND THE AGENT SHALL
NOTIFY THE LENDERS PROMPTLY FOLLOWING ITS RECEIPT OF ANY SUCH NOTICE FROM THE
BORROWER); NOTIFY THE AGENT PROMPTLY OF ANY HAZARDOUS DISCHARGE FROM OR
AFFECTING ITS PREMISES (AND THE AGENT SHALL NOTIFY THE LENDERS PROMPTLY
FOLLOWING ITS RECEIPT OF ANY SUCH NOTICE FROM THE BORROWER); PROMPTLY CONTAIN
AND REMOVE THE SAME, IN COMPLIANCE WITH ALL APPLICABLE LAWS; PROMPTLY PAY ANY
FINE OR PENALTY ASSESSED IN CONNECTION THEREWITH; PERMIT ANY LENDER TO INSPECT
THE PREMISES, TO CONDUCT TESTS THEREON, AND TO INSPECT ALL BOOKS,
CORRESPONDENCE, AND RECORDS PERTAINING THERETO; AND AT SUCH LENDER'S REQUEST,
AND AT THE BORROWER'S EXPENSE, PROVIDE A REPORT OF A QUALIFIED ENVIRONMENTAL
ENGINEER, SATISFACTORY IN SCOPE, FORM, AND CONTENT TO THE REQUIRED LENDERS, AND
SUCH OTHER AND FURTHER ASSURANCES REASONABLY SATISFACTORY TO THE REQUIRED
LENDERS THAT THE CONDITION HAS BEEN CORRECTED.
52
SECTION 5.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS SOLELY AS PROVIDED
IN SECTION 2.13.
SECTION 5.12
RANKING OF OBLIGATIONS.
ENSURE THAT AT ALL TIMES ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS SHALL BE AND CONSTITUTE UNCONDITIONAL GENERAL
OBLIGATIONS OF THE BORROWER RANKING AT LEAST PARI PASSU WITH ALL ITS OTHER
UNSECURED DEBT.
SECTION 5.13
TAXES.
PAY AND CAUSE EACH SUBSIDIARY TO PAY WHEN DUE ALL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES AND LEVIES UPON IT OR ITS INCOME, PROFITS
OR PROPERTY, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE.
SECTION 5.14
WHOLLY-OWNED STATUS.
ENSURE THAT AT ALL TIMES EACH OF THE
GUARANTORS IS A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER.
SECTION 5.15
NEW SUBSIDIARIES.
WITHIN FIFTY (50) DAYS AFTER THE END OF ANY
FISCAL QUARTER OF THE BORROWER DURING WHICH ANY PERSON SHALL HAVE BECOME A
SUBSIDIARY, CAUSE SUCH SUBSIDIARY TO EXECUTE AND DELIVER TO THE AGENT, FOR THE
BENEFIT OF THE LENDERS, A SUPPLEMENTAL GUARANTY AND AN OPINION OF COUNSEL,
CERTIFIED COPIES OF RESOLUTIONS, ARTICLES OF INCORPORATION, INCUMBENCY
CERTIFICATES AND OTHER DOCUMENTS WITH RESPECT TO SUCH SUBSIDIARY AND ITS
GUARANTY SUBSTANTIALLY SIMILAR TO THE DOCUMENTS DELIVERED PURSUANT TO
SECTION 3.01 WITH RESPECT TO THE GUARANTORS, ALL OF WHICH SHALL BE REASONABLY
SATISFACTORY TO THE AGENT IN FORM AND SUBSTANCE.
NONE OF THE TITLE COMPANIES
NOR UHIC NOR BMC SHALL BE REQUIRED TO DELIVER