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 AGENTS OR THE REQUIRED LENDERS THROUGH THE ADMINISTRATIVE AGENTS,
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 IN THE REASONABLE
JUDGMENT OF THE ADMINISTRATIVE AGENTS, SOIL AND/OR GROUNDWATER SAMPLING,
PREPARED BY AN ENVIRONMENTAL CONSULTING FIRM AND, IN THE FORM AND SUBSTANCE,
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENTS AND INDICATING THE
127
PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AND THE ESTIMATED COST OF ANY
COMPLIANCE OR RESPONSE TO ADDRESS THEM.
SECTION 5.10.
[Intentionally Deleted].
SECTION 5.11.
Additional Collateral; Additional Guarantors.
(A)
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS
SECTION 5.11, WITH RESPECT TO ANY PROPERTY ACQUIRED AFTER THE ORIGINAL CLOSING
DATE BY ANY LOAN PARTY THAT IS INTENDED TO BE SUBJECT TO THE LIEN CREATED BY ANY
OF THE SECURITY DOCUMENTS (AS SPECIFIED IN THIS SECTION 5.11), PROMPTLY (AND IN
ANY EVENT WITHIN 60 DAYS AFTER THE ACQUISITION THEREOF) (I) EXECUTE AND DELIVER
TO THE APPLICABLE ADMINISTRATIVE AGENT AND THE APPLICABLE COLLATERAL AGENTS SUCH
AMENDMENTS OR SUPPLEMENTS TO THE RELEVANT SECURITY DOCUMENTS OR SUCH OTHER
DOCUMENTS AS SUCH ADMINISTRATIVE AGENT OR SUCH COLLATERAL AGENTS SHALL DEEM
REASONABLY NECESSARY OR ADVISABLE TO GRANT TO SUCH COLLATERAL AGENTS, FOR THEIR
BENEFIT AND FOR THE BENEFIT OF THE SECURED PARTIES, A LIEN ON SUCH PROPERTY
SUBJECT TO NO LIENS OTHER THAN PERMITTED LIENS, AND (II) TAKE ALL ACTIONS
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 THE FILING OF FINANCING STATEMENTS IN SUCH JURISDICTIONS AS MAY BE
REASONABLY REQUESTED BY SUCH ADMINISTRATIVE AGENT.
THE BORROWERS SHALL
OTHERWISE TAKE SUCH ACTIONS AND EXECUTE AND/OR DELIVER TO THE APPLICABLE
COLLATERAL AGENTS SUCH DOCUMENTS AS THE APPLICABLE ADMINISTRATIVE AGENT OR SUCH
COLLATERAL AGENTS SHALL REQUIRE TO CONFIRM THE VALIDITY, PERFECTION AND PRIORITY
OF THE LIEN OF THE SECURITY DOCUMENTS AGAINST SUCH AFTER-ACQUIRED PROPERTIES.
(B)
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, WITH RESPECT
TO ANY PERSON THAT IS OR BECOMES A SUBSIDIARY AFTER THE ORIGINAL CLOSING DATE,
PROMPTLY (AND IN ANY EVENT WITHIN 30 DAYS AFTER SUCH PERSON BECOMES A
SUBSIDIARY) (I) PLEDGE AND DELIVER TO THE APPLICABLE COLLATERAL AGENT THE
CERTIFICATES, IF ANY, REPRESENTING ALL OF THE EQUITY INTERESTS OF SUCH
SUBSIDIARY, PROVIDED THAT WITH RESPECT TO ANY FOREIGN SUBSIDIARY NO MORE THAN
65% OF THE EQUITY INTERESTS OF ANY FIRST-TIER FOREIGN SUBSIDIARY OF US BORROWERS
OR ANY US SUBSIDIARY (AND NO STOCK OF ANY OTHER FOREIGN SUBSIDIARY) SHALL BE SO
PLEDGED AND DELIVERED AS SECURITY FOR THE US OBLIGATIONS, TOGETHER WITH UNDATED
STOCK POWERS OR OTHER APPROPRIATE INSTRUMENTS OF TRANSFER EXECUTED AND DELIVERED
IN BLANK BY A DULY AUTHORIZED