SAMPLING OF SOIL AND GROUNDWATER, AND
PREPARATION OF SUCH ENVIRONMENTAL REPORTS, AT BORROWER'S EXPENSE, AS AGENT MAY
FROM TIME TO TIME REASONABLY REQUEST, WHICH SHALL BE CONDUCTED BY REPUTABLE
ENVIRONMENTAL CONSULTING FIRMS REASONABLY ACCEPTABLE TO AGENT AND SHALL BE IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT, (II) IF THE CREDIT PARTIES
FAIL TO PERFORM (OR CAUSE TO BE PERFORMED) ANY ENVIRONMENTAL AUDIT UNDER CLAUSE
(I) OF THIS SENTENCE WITHIN A REASONABLE TIME AFTER RECEIVING A WRITTEN REQUEST
FROM AGENT, CREDIT PARTIES SHALL PERMIT AGENT OR ITS REPRESENTATIVES TO HAVE
ACCESS TO ALL REAL ESTATE FOR THE PURPOSE OF CONDUCTING SUCH
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ENVIRONMENTAL AUDITS AND TESTING AS AGENT DEEMS APPROPRIATE, INCLUDING
SUBSURFACE SAMPLING OF SOIL AND GROUNDWATER.
BORROWER SHALL REIMBURSE AGENT FOR
THE COSTS OF SUCH AUDITS AND TESTS AND THE SAME WILL CONSTITUTE A PART OF
THE
OBLIGATIONS SECURED HEREUNDER.
2.6
PAYMENT OF TAXES.
EACH CREDIT PARTY SHALL TIMELY PAY AND
DISCHARGE (OR CAUSE TO BE PAID AND DISCHARGED) ALL MATERIAL TAXES, ASSESSMENTS
AND GOVERNMENTAL AND OTHER CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME
OR PROFITS, OR UPON PROPERTY BELONGING TO IT; PROVIDED THAT SUCH CREDIT PARTY
SHALL NOT BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY THAT IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE
AFFECTED CREDIT PARTY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH
RESPECT THERETO IN CONFORMANCE WITH GAAP.
2.7
FURTHER ASSURANCES.
(A)
HOLDINGS AND BORROWER SHALL, SHALL CAUSE EACH DOMESTIC SUBSIDIARY
TO AND, TO THE EXTENT REQUIRED UNDER SECTION 2.7(C), SHALL CAUSE EACH FOREIGN
SUBSIDIARY TO, FROM TIME TO TIME, EXECUTE SUCH GUARANTIES, FINANCING STATEMENTS,
DOCUMENTS, SECURITY AGREEMENTS AND REPORTS AS AGENT OR REQUISITE LENDERS AT ANY
TIME MAY REASONABLY REQUEST TO EVIDENCE, PERFECT OR OTHERWISE IMPLEMENT THE
GUARANTIES AND SECURITY FOR REPAYMENT OF THE OBLIGATIONS CONTEMPLATED BY THE
LOAN DOCUMENTS.
(B)
IN THE EVENT HOLDINGS OR ANY OF ITS DOMESTIC SUBSIDIARIES ACQUIRES
A FEE INTEREST IN REAL PROPERTY AFTER THE CLOSING DATE, HOLDINGS OR BORROWER
SHALL, OR SHALL CAUSE THE RESPECTIVE DOMESTIC SUBSIDIARY TO, DELIVER TO AGENT A
FULLY EXECUTED MORTGAGE OR DEED OF TRUST OVER SUCH REAL PROPERTY IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT, TOGETHER WITH SUCH TITLE INSURANCE
POLICIES, SURVEYS, APPRAISALS, EVIDENCE OF INSURANCE, LEGAL OPINIONS,
ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND CERTIFICATES AS SHALL BE
REASONABLY REQUIRED BY AGENT.
(C)
EACH OF HOLDINGS AND BORROWER SHALL (I) CAUSE EACH PERSON, UPON
ITS BECOMING A DOMESTIC SUBSIDIARY OF HOLDINGS OR BORROWER (PROVIDED THAT THIS
SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO ANY
TRANSACTION NOT EXPRESSLY PERMITTED BY THE TERMS OF THIS AGREEMENT), PROMPTLY TO
GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT, FOR THE BENEFIT OF AGENT AND
LENDERS, A SECURITY INTEREST IN THE REAL, PERSONAL AND MIXED PROPERTY OF SUCH
PERSON TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR CAUSE TO BE PLEDGED, TO
AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ALL OF THE STOCK OF EACH