the definition of Commercial Letter of Credit
or Standby Letter of Credit, as the case may be.
SECTION 5.09
Compliance with Environmental Laws; Environmental Reports.
(A)
COMPLY, AND CAUSE ALL LESSEES AND OTHER PERSONS OCCUPYING REAL
PROPERTY OWNED, OPERATED OR LEASED BY ANY COMPANY TO COMPLY, IN ALL MATERIAL
RESPECTS WITH ALL ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS APPLICABLE TO ITS
OPERATIONS AND REAL PROPERTY; OBTAIN AND RENEW ALL MATERIAL ENVIRONMENTAL
PERMITS APPLICABLE TO ITS OPERATIONS AND REAL PROPERTY; AND CONDUCT ALL
RESPONSES REQUIRED BY, AND IN ACCORDANCE WITH, ENVIRONMENTAL LAWS; PROVIDED THAT
NO COMPANY SHALL BE REQUIRED TO 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 3.18 OR
SECTION 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 IN ACCORDANCE WITH ENVIRONMENTAL LAWS, AT THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS THROUGH THE ADMINISTRATIVE AGENT,
PROVIDE TO THE LENDERS WITHIN 45 DAYS AFTER SUCH REQUEST, AT THE EXPENSE OF THE
BORROWERS, AN ENVIRONMENTAL ASSESSMENT REPORT REGARDING THE MATTERS WHICH ARE
THE SUBJECT OF SUCH DEFAULT, INCLUDING, WHERE APPROPRIATE, 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
Accounts. Each Loan Party shall, and shall cause each
Subsidiary of each Loan Party to, enter into, and cause each bank or other
depository and each securities intermediary or commodities intermediary to enter
into, Control Agreements or similar agreements or foreign equivalent necessary
to perfect the Collateral Agent's security interest in with respect to each
deposit, securities, commodity or similar account maintained by such Person,
provided that Foreign Loan Parties and their Foreign Subsidiaries may maintain
bank accounts that are not subject to such Control Agreements or similar
agreements or foreign equivalent so long as the average daily balance on deposit
in all such bank accounts during any calendar month does not exceed $25.0
million.
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 ANY LOAN PARTY THAT IS INTENDED TO BE SUBJECT
TO THE LIEN CREATED BY ANY OF THE SECURITY DOCUMENTS BUT IS NOT SO SUBJECT,
PROMPTLY (AND IN ANY EVENT WITHIN 30 DAYS AFTER THE ACQUISITION THEREOF)
(I) EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
SUCH AMENDMENTS OR SUPPLEMENTS TO THE RELEVANT SECURITY DOCUMENTS OR SUCH OTHER
DOCUMENTS AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT SHALL DEEM
NECESSARY OR ADVISABLE TO GRANT TO THE COLLATERAL AGENT, FOR ITS BENEFIT AND FOR
THE BENEFIT OF THE OTHER