EVENT THAT SUCH SUBSIDIARY WAS FORMED OR ACQUIRED FOR THE PURPOSE OF ACQUIRING
OR HOLDING ASSETS IN CONTEMPLATION OF THE ENTERING INTO OF LOANS HEREUNDER, SUCH
SUBSIDIARY SHALL DELIVER TO THE ADMINISTRATIVE AGENT A PROPERLY COMPLETED AND
DULY EXECUTED BORROWER JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT 1.1(D) HERETO, PURSUANT TO WHICH SUCH ADDITIONAL SUBSIDIARY SHALL BECOME
A BORROWER UNDER THIS AGREEMENT AND (IV) THE ADDITION OF SUCH SUBSIDIARY SHALL
BE INDICATED ON THE FIRST ORGANIZATIONAL CHART DELIVERED TO THE ADMINISTRATIVE
AGENT PURSUANT TO SECTION 3.12 AFTER SUCH FORMATION OR ACQUISITION.
(C)
ADDITIONAL GUARANTORS.
TO THE EXTENT ANY
NEW GUARANTOR IS APPROVED BY THE ADMINISTRATIVE AGENT, IN ITS DISCRETION, THE
CREDIT PARTIES SHALL DELIVER TO THE ADMINISTRATIVE AGENT, WITH RESPECT TO EACH
NEW GUARANTOR TO THE EXTENT APPLICABLE, SUBSTANTIALLY THE SAME DOCUMENTATION
REQUIRED PURSUANT TO SECTIONS 4.1 AND 5.12 AND SUCH OTHER DOCUMENTS OR
AGREEMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, INCLUDING WITHOUT
LIMITATION A GUARANTOR JOINDER AGREEMENT.
(D)
REPLACEMENT GUARANTORS.
IF AT ANY TIME
(I) THE OBLIGATIONS OF ANY GUARANTOR UNDER THE GUARANTEE AGREEMENT OR THE
DERIVATIVES GUARANTEE AGREEMENT SHALL CEASE TO BE IN EFFECT, (II) ANY ACT OF
INSOLVENCY SHALL HAVE OCCURRED WITH RESPECT TO ANY GUARANTOR OR (III) THERE
SHALL OCCUR ANY VIOLATION OF ANY PROVISION SET FORTH IN SECTIONS 12(C) THROUGH
12(J) OF THE GUARANTEE AGREEMENT (ANY OF THE FOREGOING EVENTS, A "GUARANTEE
DEFAULT"), THEN, WITHIN SIXTY (60) DAYS AFTER THE OCCURRENCE OF ANY SUCH
GUARANTEE DEFAULT, THE RELATED BORROWER SHALL HAVE A REPLACEMENT PERFORMANCE
GUARANTOR ACCEPTABLE TO THE APPLICABLE LENDER (A "PERFORMANCE GUARANTOR") ASSUME
IN WRITING SUCH OBLIGATIONS UNDER THE GUARANTEE AGREEMENT AND THE DERIVATIVES
GUARANTEE AGREEMENT AS THE ADMINISTRATIVE AGENT DEEMS NECESSARY TO CORRECT SUCH
GUARANTEE DEFAULT.
SECTION 5.11
COMPLIANCE WITH LAW.
(A)
COMPLY WITH ALL REQUIREMENTS OF LAW
(INCLUDING ENVIRONMENTAL LAWS AND SECURITIES LAWS) AND ALL APPLICABLE
RESTRICTIONS IMPOSED BY ALL GOVERNMENTAL AUTHORITIES, APPLICABLE TO IT AND THE
COLLATERAL.
(B)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL
CONTRACTUAL OBLIGATIONS, ALL INDEBTEDNESS AND ALL GUARANTEE OBLIGATIONS.
SECTION 5.12
PLEDGED ASSETS.
(A)
WITH RESPECT TO THE COLLATERAL, THE CREDIT
PARTIES SHALL (A) TAKE ALL ACTION NECESSARY TO PERFECT, PROTECT AND MORE FULLY
EVIDENCE THE ADMINISTRATIVE AGENT'S FIRST PRIORITY PERFECTED SECURITY INTEREST
IN THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, (I) FILING AND MAINTAINING
EFFECTIVE FINANCING STATEMENTS AGAINST THE BORROWERS AND OTHER CREDIT PARTIES,
AS APPLICABLE IN ALL NECESSARY OR APPROPRIATE FILING OFFICES, AND FILING
CONTINUATION STATEMENTS, AMENDMENTS OR ASSIGNMENTS WITH RESPECT THERETO IN SUCH
FILING OFFICES, (II) EXECUTING OR CAUSING TO BE EXECUTED SUCH OTHER INSTRUMENTS,
NOTICES OR CONTROL AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE, AND (III) TO
THE EXTENT THAT ANYONE OTHER THAN WACHOVIA IS THE ADMINISTRATIVE AGENT, ENTERING
INTO A NEW ACCOUNT CONTROL AGREEMENT, AND (B) TAKING ALL ADDITIONAL ACTION THAT
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO PERFECT, PROTECT AND MORE
FULLY EVIDENCE THE RESPECTIVE INTERESTS OF THE PARTIES TO THIS AGREEMENT AND THE
CREDIT DOCUMENTS IN SUCH COLLATERAL.
TO THE EXTENT ANY COLLATERAL IS CREATED OR
COMES INTO EXISTENCE AFTER