of reporting requirements
attached thereto (in each case, as modified from time to time by the
Administrative Agent in its Permitted Discretion), all delivered electronically
in a file reasonably acceptable to the Administrative Agent; provided that until
the Receivables Securitization Termination Date, the Loan Parties will deliver
daily and monthly (by the 15th day of each month with respect to the immediately
preceding fiscal month) Borrowing Base Certificates.
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Section 5.9
Compliance with Laws.
Comply with requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority
(including, without limitation, ERISA), except to the extent that failure to
comply herewith could not, in the aggregate, have a Material Adverse Effect.
Section 5.10
Environmental Laws.
(A)
EXERCISE ALL REASONABLE DUE DILIGENCE IN ORDER TO COMPLY IN ALL
MATERIAL RESPECTS, AND CAUSE (I) ALL TENANTS UNDER ANY LEASES OR OCCUPANCY
AGREEMENTS AFFECTING ANY PORTION OF THE FACILITIES AND (II) ALL OTHER PERSONS ON
OR OCCUPYING SUCH PROPERTY UNDER THE CONTROL OF ANY LOAN PARTY, TO COMPLY IN ALL
MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS.
(B)
PROMPTLY TAKE ANY AND ALL NECESSARY REMEDIAL ACTION IN CONNECTION
WITH THE PRESENCE, STORAGE, USE, DISPOSAL, TRANSPORTATION OR RELEASE OF ANY
HAZARDOUS WASTE OR HAZARDOUS SUBSTANCE ON OR UNDER ANY FACILITY REQUIRED TO
COMPLY WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND GOVERNMENTAL AUTHORIZATIONS
UNLESS THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT AND (II) IN THE EVENT THE LOAN PARTIES TAKE ANY REMEDIAL
ACTION WITH RESPECT TO ANY HAZARDOUS WASTE OR HAZARDOUS SUBSTANCE ON OR UNDER
ANY FACILITY, CONDUCT AND COMPLETE SUCH REMEDIAL ACTION IN MATERIAL COMPLIANCE
WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND IN ACCORDANCE WITH THE POLICIES,
ORDERS AND DIRECTIVES OF ANY APPLICABLE GOVERNMENTAL AUTHORITIES EXCEPT WHEN,
AND ONLY TO THE EXTENT THAT, THE LOAN PARTIES' LIABILITY FOR SUCH PRESENCE,
STORAGE, USE, DISPOSAL, TRANSPORTATION OR RELEASE OF ANY SUCH HAZARDOUS WASTE OR
HAZARDOUS SUBSTANCE IS BEING CONTESTED IN GOOD FAITH BY THE LOAN PARTIES.
Section 5.11
Additional Collateral; Further Assurances.
(A)
THE U.S. BORROWER AND EACH OTHER U.S. LOAN PARTY SHALL CAUSE EACH
OF ITS DOMESTIC SUBSIDIARIES FORMED OR ACQUIRED AFTER THE CLOSING DATE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO BECOME A U.S. GUARANTOR, AND THE
CANADIAN BORROWER AND EACH OTHER CANADIAN LOAN PARTY SHALL CAUSE EACH CANADIAN
SUBSIDIARY FORMED OR ACQUIRED AFTER THE CLOSING DATE TO BECOME A CANADIAN
GUARANTOR, IN EACH CASE, BY EXECUTING THE LOAN PARTY JOINDER AGREEMENT SET FORTH
AS EXHIBIT F HERETO (THE "LOAN PARTY JOINDER AGREEMENT") ON OR BEFORE THE
TWENTIETH (20TH) DAY FOLLOWING THE DATE OF SUCH ACQUISITION OR FORMATION. UPON
EXECUTION AND DELIVERY THEREOF, EACH SUCH PERSON (I) SHALL AUTOMATICALLY BECOME
A GUARANTOR HEREUNDER AND THEREUPON SHALL HAVE ALL OF THE RIGHTS, BENEFITS,
DUTIES, AND OBLIGATIONS IN SUCH CAPACITY UNDER THE LOAN DOCUMENTS AND (II) WILL
GRANT LIENS TO THE APPLICABLE AGENT, FOR THE BENEFIT OF THE APPLICABLE AGENT AND
THE SECURED PARTIES, IN ANY PROPERTY OF SUCH LOAN PARTY WHICH CONSTITUTES
COLLATERAL.
(B)
WITHOUT