UNDERTAKE ANY RESPONSE 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 IN ACCORDANCE WITH GAAP.
(B)
IF A DEFAULT CAUSED BY REASON OF A BREACH OF
SECTION 3.17 OR 5.09(A) SHALL HAVE OCCURRED AND BE CONTINUING FOR MORE THAN 20
DAYS WITHOUT THE COMPANIES COMMENCING ACTIVITIES REASONABLY LIKELY TO CURE SUCH
DEFAULT, AT THE WRITTEN REQUEST OF THE REQUIRED LENDERS THROUGH THE
ADMINISTRATIVE AGENT, PROVIDE TO THE LENDERS WITHIN 45 DAYS AFTER SUCH REQUEST,
AT BORROWERS' EXPENSE, AN ENVIRONMENTAL ASSESSMENT REPORT REGARDING THE MATTERS
WHICH ARE THE SUBJECT OF SUCH DEFAULT, INCLUDING WHERE APPROPRIATE, ANY SOIL
AND/OR GROUNDWATER SAMPLING, PREPARED BY AN ENVIRONMENTAL CONSULTING FIRM AND IN
THE FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND
INDICATING THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AND THE ESTIMATED COST
OF ANY COMPLIANCE OR RESPONSE TO ADDRESS THEM.
SECTION 5.10
RESERVED.
SECTION 5.11
ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.
(A)
SUBJECT TO
THIS SECTION 5.11, WITH RESPECT TO ANY PROPERTY ACQUIRED AFTER THE CLOSING DATE
BY BORROWERS OR ANY OTHER LOAN PARTY THAT IS INTENDED TO BE SUBJECT TO THE LIEN
CREATED BY ANY OF THE SECURITY DOCUMENTS BUT IS NOT SO SUBJECT (BUT, IN ANY
EVENT, EXCLUDING ANY PROPERTY DESCRIBED IN PARAGRAPH (B) OF THIS SUBSECTION)
PROMPTLY (AND IN ANY EVENT WITHIN 30 DAYS AFTER THE ACQUISITION THEREOF PROVIDED
THE ADMINISTRATIVE AGENT HAS PROVIDED ALL JOINDER AGREEMENTS TO THE APPLICABLE
SECURITY DOCUMENTS NECESSARY FOR THE LOAN PARTIES TO COMPLY HEREWITH):
(I) EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT SUCH AMENDMENTS OR
SUPPLEMENTS TO THE RELEVANT SECURITY DOCUMENTS OR SUCH OTHER DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL DEEM NECESSARY OR ADVISABLE TO GRANT TO THE
ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND FOR THE BENEFIT OF THE OTHER SECURED
PARTIES, A LIEN ON SUCH PROPERTY SUBJECT TO NO LIENS OTHER THAN PERMITTED LIENS,
AND (II) TAKE ALL ACTIONS NECESSARY TO CAUSE SUCH LIEN TO BE DULY PERFECTED TO
THE EXTENT REQUIRED BY SUCH SECURITY DOCUMENT IN ACCORDANCE WITH ALL APPLICABLE
REQUIREMENTS OF LAW, INCLUDING, WITHOUT LIMITATION, THE FILING OF FINANCING
STATEMENTS IN SUCH JURISDICTIONS AS MAY BE REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT.
BORROWERS SHALL OTHERWISE TAKE SUCH ACTIONS AND EXECUTE
AND/OR DELIVER TO THE ADMINISTRATIVE AGENT SUCH DOCUMENTS AS THE ADMINISTRATIVE
AGENT SHALL REQUIRE TO CONFIRM THE VALIDITY, PERFECTION AND PRIORITY OF THE LIEN
OF THE SECURITY DOCUMENTS AGAINST SUCH AFTER-ACQUIRED PROPERTIES OR ASSETS.
(B)
WITH RESPECT TO ANY PERSON THAT IS OR
BECOMES A WHOLLY OWNED SUBSIDIARY (OTHER THAN ANY FOREIGN SUBSIDIARY THAT IS NOT
A DIRECT SUBSIDIARY OF A LOAN PARTY) PROMPTLY (AND IN ANY EVENT WITHIN 30 DAYS
AFTER SUCH PERSON BECOMES A SUBSIDIARY) (I) DELIVER TO THE ADMINISTRATIVE
85
AGENT THE CERTIFICATES, IF ANY, REPRESENTING THE EQUITY INTERESTS OF SUCH
SUBSIDIARY (PROVIDED THAT WITH RESPECT TO ANY FIRST-TIER FOREIGN SUBSIDIARY OF A
BORROWER OR A SUBSIDIARY ORGANIZED IN A STATE OF THE UNITED STATES, IN