(A)
KEEP ANY PROPERTY OWNED, LEASED OR OPERATED BY ANY BORROWER OR ANY
SUBSIDIARY OF A BORROWER FREE OF ANY ENVIRONMENTAL LIENS OR POST BONDS OR OTHER
FINANCIAL ASSURANCES SUFFICIENT TO SATISFY THE OBLIGATIONS OR LIABILITY
EVIDENCED BY SUCH ENVIRONMENTAL LIENS, (B) COMPLY, IN ALL MATERIAL RESPECTS,
WITH ENVIRONMENTAL LAWS AND PROVIDE TO AGENT DOCUMENTATION OF SUCH COMPLIANCE
WHICH AGENT REASONABLY REQUESTS, (C) PROMPTLY NOTIFY AGENT OF ANY RELEASE OF A
HAZARDOUS MATERIAL IN ANY REPORTABLE QUANTITY FROM OR ONTO PROPERTY OWNED,
LEASED OR OPERATED BY ANY BORROWER OR ANY SUBSIDIARY OF A BORROWER AND TAKE ANY
REMEDIAL ACTIONS REQUIRED TO ABATE SAID RELEASE OR OTHERWISE TO COME INTO
COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAW, AND (D) PROMPTLY, BUT IN ANY EVENT
WITHIN 5 DAYS OF ITS RECEIPT THEREOF, PROVIDE AGENT WITH WRITTEN NOTICE OF ANY
OF THE FOLLOWING:
(I) NOTICE THAT AN ENVIRONMENTAL LIEN HAS BEEN FILED AGAINST
ANY OF THE REAL OR PERSONAL PROPERTY OF ANY BORROWER THAT IS NOT A PERMITTED
LIEN, (II) COMMENCEMENT OF ANY ENVIRONMENTAL ACTION OR NOTICE THAT AN
ENVIRONMENTAL ACTION WILL BE FILED AGAINST ANY BORROWER OR ANY SUBSIDIARY OF A
BORROWER WHICH COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE,
AND (III) NOTICE OF A VIOLATION, CITATION, OR OTHER ADMINISTRATIVE ORDER WHICH
REASONABLY COULD BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
5.14
DISCLOSURE UPDATES. PROMPTLY AND IN NO EVENT LATER THAN 5 BUSINESS
DAYS AFTER OBTAINING KNOWLEDGE THEREOF, NOTIFY AGENT IF ANY WRITTEN INFORMATION,
EXHIBIT, OR REPORT FURNISHED TO THE LENDER GROUP CONTAINED, AT THE TIME IT WAS
FURNISHED, ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING
IN LIGHT OF THE FACTS AND CIRCUMSTANCES IN WHICH SUCH STATEMENT WAS MADE OR
KNOWN BY ANY BORROWER OR ANY SUBSIDIARY OF A BORROWER TO EXIST AT THE TIME SUCH
STATEMENT WAS MADE.
5.15
CONTROL AGREEMENTS. TAKE ALL REASONABLE STEPS IN ORDER FOR AGENT TO
OBTAIN CONTROL IN ACCORDANCE WITH SECTIONS 8106, 9104, 9105, 9106, AND 9107 OF
THE CODE WITH RESPECT TO (SUBJECT TO THE PROVISO CONTAINED IN SECTION 6.12) ALL
OF ITS SECURITIES ACCOUNTS, DEPOSIT ACCOUNTS, ELECTRONIC CHATTEL PAPER,
INVESTMENT PROPERTY, AND LETTER OF CREDIT RIGHTS.
5.16
ASSIGNMENT OF PROCEEDS. EXECUTE AND DELIVER TO AGENT ANY AND ALL
ADDITIONAL DOCUMENTS THAT AGENT MAY REQUEST IN ITS PERMITTED DISCRETION, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, PROVIDING FOR THE ASSIGNMENT OF
ALL PROCEEDS TO AGENT ARISING FROM ANY LICENSE OR ROYALTY AGREEMENT ENTERED INTO
BY ANY BORROWER WITH RESPECT TO SUCH BORROWER'S GENERAL INTANGIBLES.
32
5.17
EMPLOYEE BENEFITS.
(A)
DELIVER TO AGENT:
(I) PROMPTLY, AND IN ANY EVENT WITHIN 10
BUSINESS DAYS AFTER BORROWERS OR THEIR SUBSIDIARIES KNOW OR HAVE REASON TO KNOW
THAT AN ERISA EVENT HAS OCCURRED THAT REASONABLY COULD BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE CHANGE, A WRITTEN STATEMENT OF THE CHIEF FINANCIAL OFFICER OF
SUCH BORROWER OR SUCH SUBSIDIARY DESCRIBING SUCH ERISA EVENT AND ANY ACTION THAT
IS