ADMINISTRATIVE
AGENT AT ANY TIME HAS A REASONABLE BASIS TO BELIEVE THAT THERE EXIST VIOLATIONS
OF ENVIRONMENTAL LAWS BY ANY GROUP MEMBER OR THAT THERE EXIST ANY ENVIRONMENTAL
LIABILITIES, IN EACH CASE, THAT WOULD HAVE, IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT, THEN EACH GROUP MEMBER SHALL, PROMPTLY UPON RECEIPT OF REQUEST FROM THE
ADMINISTRATIVE AGENT, CAUSE THE PERFORMANCE OF SUCH ENVIRONMENTAL AUDITS AND
86
ASSESSMENTS, INCLUDING SUBSURFACE SAMPLING OF SOIL AND GROUNDWATER, AND CAUSE
THE PREPARATION OF SUCH REPORTS, IN EACH CASE AS THE ADMINISTRATIVE AGENT MAY
FROM TIME TO TIME REASONABLY REQUEST.
SUCH AUDITS, ASSESSMENTS AND REPORTS
SHALL BE CONDUCTED AND PREPARED BY REPUTABLE ENVIRONMENTAL CONSULTING FIRMS
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND SHALL BE IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
IF A GROUP MEMBER
FAILS TO CAUSE ANY SUCH ENVIRONMENTAL AUDIT OR ASSESSMENT TO BE PERFORMED WITHIN
30 DAYS FOLLOWING THE ADMINISTRATIVE AGENT'S REQUEST, SUCH GROUP MEMBER SHALL
ALLOW THE ADMINISTRATIVE AGENT TO PERFORM (OR CAUSE TO BE PERFORMED) SUCH
ENVIRONMENTAL AUDIT OR ASSESSMENT AT ANY REASONABLE TIME AND WITH REASONABLE
ADVANCE NOTICE.
7.9
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS
SHALL BE USED BY THE BORROWER (AND, TO THE EXTENT DISTRIBUTED TO THEM BY THE
BORROWER, EACH OTHER GROUP MEMBER) SOLELY (A) TO REFINANCE AND/OR RESTATE THE
INDEBTEDNESS UNDER THE EXISTING LOAN AGREEMENT, (B) FOR THE PAYMENT OF
TRANSACTION COSTS, FEES AND EXPENSES INCURRED IN CONNECTION WITH THE LOAN
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREIN AND (C) FOR WORKING CAPITAL
AND GENERAL CORPORATE AND SIMILAR PURPOSES, INCLUDING TO FUND PERMITTED
ACQUISITIONS.
7.10
ADDITIONAL COLLATERAL AND GUARANTIES.
TO THE EXTENT
NOT DELIVERED TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE CLOSING DATE
(INCLUDING IN RESPECT OF AFTER-ACQUIRED PROPERTY AND PERSONS THAT BECOME
SUBSIDIARIES OF ANY LOAN PARTY AFTER THE CLOSING DATE), EACH GROUP MEMBER SHALL,
PROMPTLY, DO EACH OF THE FOLLOWING, UNLESS OTHERWISE AGREED BY THE
ADMINISTRATIVE AGENT:
7.10.1
DELIVER TO THE ADMINISTRATIVE AGENT SUCH MODIFICATIONS TO
THE TERMS OF THE LOAN DOCUMENTS (OR, TO THE EXTENT APPLICABLE AS DETERMINED BY
THE ADMINISTRATIVE AGENT, SUCH OTHER DOCUMENTS), IN EACH CASE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND AS THE
ADMINISTRATIVE AGENT DEEMS NECESSARY OR ADVISABLE IN ORDER TO ENSURE THE
FOLLOWING:
(1)
(A) EACH SUBSIDIARY OF ANY LOAN PARTY THAT HAS ENTERED INTO
GUARANTY OBLIGATIONS WITH RESPECT TO ANY INDEBTEDNESS OF THE BORROWER AND (B)
EACH WHOLLY OWNED SUBSIDIARY OF ANY LOAN PARTY SHALL GUARANTY, AS PRIMARY
OBLIGOR AND NOT AS SURETY, THE PAYMENT OF THE OBLIGATIONS OF THE BORROWER; AND
(2)
EACH LOAN PARTY (INCLUDING ANY PERSON REQUIRED TO BECOME A
GUARANTOR PURSUANT TO CLAUSE (I) ABOVE) SHALL EFFECTIVELY GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A VALID AND
ENFORCEABLE SECURITY INTEREST IN ALL OF ITS PROPERTY, INCLUDING ALL OF ITS STOCK
AND STOCK EQUIVALENTS AND OTHER SECURITIES, AS SECURITY FOR THE OBLIGATIONS OF
SUCH LOAN PARTY;
provided, however, that, unless the Borrower and the Administrative Agent
otherwise agree, in