WITHDRAWAL LIABILITY ESTIMATE TO THE AGENT.
SECTION 9.10.
INTERCOMPANY TRANSFER OF FUNDS.
EACH OBLIGOR WILL TAKE SUCH
ACTIONS AS MAY BE NECESSARY IN ORDER TO ENABLE EACH OTHER OBLIGOR TO PAY ITS
RESPECTIVE OBLIGATIONS, INCLUDING BUT NOT LIMITED TO DIVIDENDS ON ITS CAPITAL
STOCK, FROM FUNDS LEGALLY AVAILABLE THEREFOR, OR THE PURCHASE OF SHARES OF
CAPITAL STOCK OR OTHER EQUITY INTEREST, OR THE MAKING OF LOANS OR ADVANCING OF
FUNDS TO THE APPLICABLE OBLIGOR.
SECTION 9.11.
INVENTORY AND ACCOUNTS RECEIVABLE ANALYSIS OF ACQUIRED ENTITY.
IN THE EVENT OF AN ACQUISITION OF AN ACQUIRED ENTITY BY AN OBLIGOR, SUCH OBLIGOR
SHALL OR SHALL CAUSE THE ACQUIRED ENTITY TO AFFORD THE AGENT THE RIGHT TO
INSPECT AND PERFORM AN ANALYSIS WITHIN THIRTY DAYS OF THE ACQUISITION,
SATISFACTORY TO THE AGENT, OF THE INVENTORY, ACCOUNTS RECEIVABLES AND PERSONAL
PROPERTY OF SUCH ACQUIRED ENTITY.
SECTION 9.12.
ACQUIRED ENTITIES.
EACH OF THE FOLLOWING CONDITIONS SHALL BE
SATISFIED BY THE OBLIGORS WITH RESPECT TO EACH ACQUIRED ENTITY ACQUIRED ON OR
AFTER THE DATE HEREOF:
(A)
THE ACQUIRED ENTITY SHALL HAVE EXECUTED ALL DOCUMENTATION AND TAKEN ALL
STEPS REQUIRED PURSUANT TO WHICH SUCH ACQUIRED ENTITY SHALL BECOME A GUARANTOR
UNDER THIS FINANCING AGREEMENT AND SHALL AGREE TO BE BOUND BY THE TERMS OF THIS
FINANCING AGREEMENT APPLICABLE TO A GUARANTOR;
(B)
THE ACQUIRED ENTITY SHALL HAVE EXECUTED ALL DOCUMENTATION AND TAKE ALL
STEPS REQUIRED TO GIVE THE AGENT A FIRST PRIORITY PERFECTED LIEN IN ALL OF SUCH
ACQUIRED ENTITY'S INVENTORY AND ACCOUNTS, WHICH LIEN SHALL NOT BE SUBJECT TO ANY
OTHER FINANCING ARRANGEMENT;
(C)
THE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY (OR OTHER APPROPRIATE REPRESENTATIVE) OF SUCH ACQUIRED ENTITY
ATTESTING TO THE ORGANIZATION DOCUMENTS (E.G. CERTIFICATE OF INCORPORATION,
BYLAWS, ARTICLES OF ORGANIZATION, OPERATING AGREEMENT)
OF SUCH ACQUIRED ENTITY
AND ALL AMENDMENTS THERETO AND TO ALL CORPORATE ACTION TAKEN BY SUCH ACQUIRED
ENTITY, INCLUDING RESOLUTIONS OF ITS BOARD OF DIRECTORS (OR OTHER GOVERNING
BODY) AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
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FINANCING AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH;
AND
(D)
THE AGENT SHALL HAVE RECEIVED A FAVORABLE OPINION OF COUNSEL TO SUCH
ACQUIRED ENTITY COVERING ALL OF THE MATTERS COVERED BY (A), (B) AND (C) ABOVE,
AND AS TO SUCH OTHER MATTERS AS THE AGENT MAY REASONABLY REQUEST.
SECTION 9.13.
COMPLIANCE WITH ENVIRONMENTAL LAWS.
EACH OBLIGOR
(A)
WILL COMPLY WITH ALL ENVIRONMENTAL LAWS AS PRESENTLY EXISTING OR AS ADOPTED
OR AMENDED IN THE FUTURE, ALL APPROVALS AND PERMITS ISSUED PURSUANT TO SUCH
ENVIRONMENTAL LAWS, AND ALL WRITS, DECREES, JUDGMENTS, SETTLEMENTS AND ORDERS
ISSUED IN CONNECTION WITH SUCH ENVIRONMENTAL LAWS;
(B)
OBTAIN AND RENEW ALL APPROVALS AND PERMITS REQUIRED PURSUANT TO
ENVIRONMENTAL LAWS;
(C)
CONDUCT ANY REMEDIAL ACTION IN COMPLIANCE WITH ENVIRONMENTAL LAWS;
PROVIDED, HOWEVER, THAT AN OBLIGOR SHALL NOT BE REQUIRED TO UNDERTAKE ANY
REMEDIAL ACTION TO THE EXTENT THAT ITS OBLIGATION TO DO SO IS BEING CONTESTED IN
GOOD FAITH AND BY PROPER PROCEEDINGS, WILL NOT RESULT IN ANY NON-COMPLIANCE WITH
ENVIRONMENTAL LAWS, AND APPROPRIATE