THAT ARE NECESSARY TO
COMPLY IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS (THE
"REMEDIATION").
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH BORROWER
SHALL, AND SHALL CAUSE EACH OTHER CREDIT PARTY TO, COMPLY IN ALL MATERIAL
RESPECTS WITH EACH ENVIRONMENTAL LAW REQUIRING THE PERFORMANCE AT ANY REAL
PROPERTY BY ANY BORROWER OR ANY OTHER CREDIT PARTY OF ACTIVITIES IN RESPONSE TO
THE RELEASE OR THREATENED RELEASE OF A HAZARDOUS MATERIAL.
(B)
BORROWERS WILL PROVIDE ADMINISTRATIVE AGENT WITHIN THIRTY (30)
DAYS AFTER DEMAND THEREFOR (OR OTHER PERIOD APPROVED BY ADMINISTRATIVE AGENT)
WITH A BOND, LETTER OF CREDIT OR SIMILAR FINANCIAL ASSURANCE EVIDENCING TO THE
SATISFACTION OF ADMINISTRATIVE AGENT
66
that sufficient funds are available to pay the cost of any Remediation required
pursuant to Section 4.10(a), such demand to be made, if at all, upon
Administrative Agent's reasonable business determination that the failure to
remove, treat or dispose of any Hazardous Materials Contamination, or the
failure to discharge any such assessment could reasonably be expected to have a
Material Adverse Effect.
SECTION 4.11
[INTENTIONALLY OMITTED].
SECTION 4.12
FURTHER ASSURANCES.
(A)
EACH BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, AT ITS OWN
COST AND EXPENSE, CAUSE TO BE PROMPTLY AND DULY TAKEN, EXECUTED, ACKNOWLEDGED
AND DELIVERED ALL SUCH FURTHER ACTS, DOCUMENTS AND ASSURANCES AS MAY FROM TIME
TO TIME BE NECESSARY OR AS ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY FROM
TIME TO TIME REASONABLY REQUEST IN ORDER TO IMPLEMENT OR TO GIVE EFFECT TO THE
PROVISIONS OF THE FINANCING DOCUMENTS, INCLUDING ALL SUCH ACTIONS IN ACCORDANCE
WITH AND SUBJECT TO THE PROVISIONS OF THE SECURITY DOCUMENTS TO ESTABLISH,
CREATE, PRESERVE, PROTECT AND PERFECT A FIRST PRIORITY LIEN (SUBJECT ONLY TO
PERMITTED LIENS) IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS
ON THE COLLATERAL (INCLUDING COLLATERAL ACQUIRED AFTER THE DATE HEREOF),
INCLUDING ON ANY AND ALL ASSETS OF EACH CREDIT PARTY DESCRIBED IN THE SECURITY
DOCUMENTS (SUBJECT TO CARVE-OUTS CONTAINED THEREIN), WHETHER NOW OWNED OR
HEREAFTER ACQUIRED; PROVIDED, HOWEVER, THAT PURSUANT TO THE SECURITY DOCUMENTS
(I) NO LIEN IN THE ASSETS OF A FOREIGN SUBSIDIARY SHALL BE GRANTED AND (II) A
LIEN SHALL BE GRANTED IN THE CAPITAL STOCK OR OTHER EQUITY SECURITIES OF A
FOREIGN SUBSIDIARY ONLY IF (A) SUCH CAPITAL STOCK IS DIRECTLY OWNED BY LOUD OR A
DOMESTIC SUBSIDIARY AND (B) NO MORE THAN SIXTY-FIVE PERCENT (65%) OF THE TOTAL
OUTSTANDING CAPITAL STOCK OR OTHER EQUITY SECURITIES IN SUCH A FOREIGN
SUBSIDIARY IS SUBJECT TO THE LIEN.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT
THAT ANY BORROWER OR ANY DOMESTIC SUBSIDIARIES SHALL ACQUIRE OR FORM ANY NEW
DOMESTIC SUBSIDIARY AFTER THE DATE HEREOF (WHICH ACQUISITIONS AND FORMATIONS MAY
ONLY BE CONSUMMATED IN COMPLIANCE WITH THE PROVISIONS HEREOF), THE RESPECTIVE
BORROWER OR THE RESPECTIVE DOMESTIC SUBSIDIARY WILL CAUSE SUCH NEW DOMESTIC
SUBSIDIARY, UPON SUCH ACQUISITION AND CONCURRENTLY WITH SUCH FORMATION, (I) TO
EXECUTE A GUARANTEE (IN FORM AND CONTENT ACCEPTABLE TO ADMINISTRATIVE AGENT)
GUARANTEEING PAYMENT AND PERFORMANCE OF ALL OF