IN ACCORDANCE WITH ENVIRONMENTAL LAWS;
PROVIDED, HOWEVER, 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 3.17 OR
SECTION 5.09(A) SHALL HAVE OCCURRED AND BE CONTINUING FOR MORE THAN 20 BUSINESS
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 THE EXPENSE OF BORROWER, AN ENVIRONMENTAL SITE 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 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 IN CONNECTION WITH SUCH
DEFAULT.
SECTION 5.10.
POST-CLOSING COVENANT
COMPLETE THE ACTIONS SET FORTH ON SCHEDULE 5.10 WITHIN THE TIME PERIODS SET
FORTH THEREIN.
SECTION 5.11.
ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS
(A)
SUBJECT TO THIS SECTION 5.11, WITH RESPECT TO ANY ASSETS ACQUIRED
AFTER THE CLOSING DATE BY ANY CREDIT PARTY THAT ARE INTENDED TO BE SUBJECT TO
THE LIEN CREATED BY ANY OF THE SECURITY DOCUMENTS BUT WHICH ARE NOT SO SUBJECT
(BUT, IN ANY EVENT, EXCLUDING ANY ASSETS DESCRIBED IN PARAGRAPH (B) OF THIS
SUBSECTION), PROMPTLY (AND IN ANY EVENT WITHIN 45 DAYS AFTER THE ACQUISITION
THEREOF):
(I) EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT SUCH AMENDMENTS
OR SUPPLEMENTS TO THE RELEVANT SECURITY DOCUMENTS
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OR SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY DEEM
NECESSARY TO GRANT TO THE ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND FOR THE
BENEFIT OF THE OTHER SECURED PARTIES, A LIEN ON SUCH PROPERTIES OR ASSETS
SUBJECT TO NO LIENS OTHER THAN PERMITTED LIENS, AND (II) TAKE ALL ACTIONS
REASONABLY 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.
BORROWER SHALL OTHERWISE TAKE SUCH ACTIONS AND EXECUTE
AND/OR DELIVER TO THE ADMINISTRATIVE AGENT SUCH DOCUMENTS AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUIRE TO CONFIRM THE VALIDITY, PERFECTION AND PRIORITY
OF THE LIEN OF SECURITY DOCUMENTS AGAINST SUCH AFTER-ACQUIRED PROPERTIES OR
ASSETS.
(B)
WITH RESPECT TO ANY PERSON THAT IS OR BECOMES A SUBSIDIARY (OTHER
THAN ANY FOREIGN SUBSIDIARY THAT IS NOT A DIRECT SUBSIDIARY OF A LOAN PARTY OR A
NON-GUARANTOR SUBSIDIARY) PROMPTLY (AND IN ANY EVENT WITHIN 45 DAYS AFTER SUCH
PERSON BECOMES A SUBSIDIARY) (I) DELIVER TO THE ADMINISTRATIVE AGENT THE
CERTIFICATES, IF ANY, REPRESENTING THE EQUITY INTERESTS OF SUCH SUBSIDIARY
(PROVIDED THAT WITH RESPECT TO