AS PRACTICABLE AFTER THE REQUEST
THEREFOR BY THE ADMINISTRATIVE AGENT, DELIVER TO THE ADMINISTRATIVE AGENT ANY
EXISTING TITLE REPORTS, SURVEYS OR ENVIRONMENTAL ASSESSMENT REPORTS WITH RESPECT
TO EACH PARCEL OF REAL PROPERTY THAT IS OWNED BY SUCH RESTRICTED SUBSIDIARY AND
HAS A FAIR MARKET VALUE IN EXCESS OF $5,000,000.
(B)
AFTER THE CLOSING DATE, CONCURRENTLY WITH
(X) THE ACQUISITION OF ANY MATERIAL PERSONAL PROPERTY BY ANY LOAN PARTY OR (Y)
THE ACQUISITION OF ANY OWNED REAL PROPERTY BY ANY LOAN PARTY WITH A FAIR MARKET
VALUE IN EXCESS OF $5,000,000 IF SUCH PERSONAL PROPERTY OR OWNED REAL PROPERTY
SHALL NOT ALREADY BE SUBJECT TO A PERFECTED LIEN PURSUANT TO THE COLLATERAL AND
GUARANTEE REQUIREMENT, THE BORROWER SHALL GIVE NOTICE THEREOF TO THE
ADMINISTRATIVE AGENT AND PROMPTLY THEREAFTER SHALL CAUSE SUCH ASSETS TO BE
SUBJECTED TO A LIEN TO THE EXTENT REQUIRED BY THE COLLATERAL AND GUARANTEE
REQUIREMENT AND WILL TAKE, OR CAUSE THE RELEVANT LOAN PARTY TO TAKE, SUCH
ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO GRANT
95
AND PERFECT OR RECORD SUCH LIEN, INCLUDING, AS APPLICABLE, THE ACTIONS REFERRED
TO IN SECTION 6.13(B) WITH RESPECT TO REAL PROPERTY.
(C)
IF, AT ANY TIME AND FROM TIME TO TIME AFTER
THE CLOSING DATE, ANY DOMESTIC SUBSIDIARY CEASES TO CONSTITUTE AN IMMATERIAL
SUBSIDIARY IN ACCORDANCE WITH THE DEFINITION OF "IMMATERIAL SUBSIDIARY", THEN
THE BORROWER SHALL CAUSE SUCH SUBSIDIARY TO BECOME AN ADDITIONAL LOAN PARTY AND
TAKE ALL THE ACTIONS CONTEMPLATED BY SECTION 6.11(A) AS IF SUCH SUBSIDIARY WERE
A NEWLY-FORMED DOMESTIC SUBSIDIARY OF THE BORROWER.
(D)
IF, AT ANY TIME AFTER THE CLOSING DATE, ANY
RESTRICTED SUBSIDIARY BECOMES AN OBLIGEE OR OBLIGOR OF ANY INTERCOMPANY
INDEBTEDNESS, THEN THE BORROWER SHALL CAUSE SUCH RESTRICTED SUBSIDIARY TO
AUTHORIZE, EXECUTE AND DELIVER A COUNTERPART OF THE INTERCOMPANY NOTE.
(E)
(I) USE COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN A COLLATERAL ACCESS AGREEMENT FROM ANY PERSON FROM WHOM A LOAN PARTY
ENTERS INTO A LEASE AFTER THE CLOSING DATE FOR A WAREHOUSE OR DISTRIBUTION
CENTER PRIOR TO ENTERING INTO SUCH LEASE, TO THE EXTENT REQUIRED BY THE ABL
COLLATERAL AGENT PURSUANT TO THE TERMS OF ABL CREDIT AGREEMENT, AND (II) USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE EACH OF ITS CUSTOMS BROKERS TO DELIVER
AN AGREEMENT (INCLUDING, WITHOUT LIMITATION, A CUSTOMS BROKER AGREEMENT) TO THE
COLLATERAL AGENT COVERING SUCH MATTERS AND IN SUCH FORM AS THE COLLATERAL AGENT
MAY REASONABLY REQUIRE, TO THE EXTENT REQUIRED BY THE ABL COLLATERAL AGENT
PURSUANT TO THE TERMS OF THE ABL CREDIT AGREEMENT.
SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the
extent that the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, comply, and take
all reasonable actions to cause all lessees and other Persons operating or
occupying its properties to comply with all applicable Environmental Laws and
Environmental Permits; obtain and renew all Environmental Permits necessary for
its operations and properties; and, in each case to the extent