ACTION OR OTHER
PROCEEDING UNDER ANY ENVIRONMENTAL AND SAFETY REQUIREMENT OR BY OR BEFORE ANY
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY IN CONNECTION WITH ANY ACTUAL OR
ALLEGED HAZARDOUS SUBSTANCE ACTIVITY; (VI) ANY ORDERS, REQUIREMENTS OR DEMANDS
OF GOVERNMENTAL AUTHORITIES PURSUANT TO ENVIRONMENTAL AND SAFETY REQUIREMENTS;
(VII) ANY NOTICE THAT ANY ENVIRONMENTAL INDEMNITEE IS A POTENTIALLY RESPONSIBLE
PARTY UNDER ANY ENVIRONMENTAL AND SAFETY REQUIREMENT WITH REGARD TO ANY
HAZARDOUS SUBSTANCE IN, ON, UNDER, FROM OR AT ANY PROPERTY OR FACILITY OWNED OR
OPERATED, OR PREVIOUSLY OWNED OR OPERATED, BY THE BORROWER AND ITS SUBSIDIARIES;
AND (VIII) ALL COSTS AND EXPENSES OF INVESTIGATION, MONITORING, CORRECTIVE
ACTION, CONTAINMENT, ABATEMENT, REMOVAL, REPAIR, CLEANUP, RESTORATION AND
REMEDIAL WORK, PENALTIES AND FINES, ATTORNEYS' FEES AND DISBURSEMENTS,
CONSULTANTS' FEES, CONTRACTORS' FEES, ENVIRONMENTAL FEES AND TAXES, EXPERTS'
FEES, LABORATORY FEES, AND OTHER RESPONSE COSTS, EXCEPT TO THE EXTENT THAT ANY
OF THE FOREGOING ARISE FROM OR ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY ENVIRONMENTAL INDEMNITEE.
THIS INDEMNITY SHALL CONTINUE IN
FULL FORCE AND EFFECT AND SURVIVE THE TERMINATION OF THIS AGREEMENT, EXPIRATION
OF THE LETTERS OF CREDIT AND THE PAYMENT OF THE NOTES AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
5.12
EMPLOYEE MATTERS.
THE BORROWER SHALL GIVE TO THE AGENT PROMPT
NOTICE OF ANY MATERIAL DISPUTE ARISING OUT OF, OR MATERIAL UNCURED DEFAULT
OCCURRING UNDER, ANY EMPLOYEE CONTRACT OF THE BORROWER OR ANY SUBSIDIARY EITHER
(I) RELATING TO AN OFFICER OF THE BORROWER OR ANY SUBSIDIARY OR (II) PROVIDING
FOR SALARY PAYMENTS EQUAL TO OR IN EXCESS OF $200,000 PER YEAR, OR IF ANY OF
SUCH CONTRACTS SHALL BE TERMINATED OR NOT RENEWED ON SUBSTANTIALLY SIMILAR
TERMS.
5.13
COVENANTS REGARDING ADDITIONAL SUBSIDIARIES.
(A)
THE BORROWER
WILL CAUSE EACH OF ITS DOMESTIC SUBSIDIARIES HEREAFTER FORMED OR ACQUIRED TO
EXECUTE AND DELIVER TO THE AGENT, CONCURRENTLY WITH THE FORMATION OR ACQUISITION
THEREOF, A JOINDER, SUBSTANTIALLY IN THE FORM ATTACHED AS AN EXHIBIT TO THE
SUBSIDIARY GUARANTEE, CAUSING SUCH DOMESTIC SUBSIDIARY TO BECOME A GUARANTOR
UNDER THE SUBSIDIARY GUARANTEE AND A GRANTOR UNDER THE GUARANTOR SECURITY
AGREEMENT, TOGETHER WITH APPROPRIATE LIEN SEARCHES REQUESTED BY THE AGENT
INDICATING THE AGENT'S FIRST PRIORITY LIEN ON SUCH DOMESTIC SUBSIDIARY'S
PERSONAL PROPERTY (SUBJECT TO SECTION 6.3) AND, IN CONNECTION WITH SUCH
DELIVERIES, CAUSE TO BE DELIVERED TO THE AGENT (A) A FAVORABLE WRITTEN OPINION
OF COUNSEL SATISFACTORY TO THE AGENT AS TO SUCH MATTERS RELATING THERETO AS ANY
LENDER THROUGH THE AGENT MAY REASONABLY REQUEST, IN FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT, (B) ANY STOCK CERTIFICATES OR OTHER CERTIFICATES,
ACCOMPANIED BY STOCK POWERS DULY EXECUTED IN BLANK, WITH REGARD TO THE CAPITAL
STOCK OF SUCH DOMESTIC SUBSIDIARY, (C) SUCH OTHER AGREEMENTS, INSTRUMENTS,
APPROVALS OR OTHER DOCUMENTS AS ANY LENDER THROUGH THE AGENT MAY REASONABLY
REQUEST WITH RESPECT THERETO AND (D) CERTIFIED COPIES OF THE ORGANIZATIONAL
DOCUMENTS, RESOLUTIONS AND INCUMBENCY CERTIFICATES OF SUCH DOMESTIC SUBSIDIARY.
(B)
THE BORROWER WILL CAUSE THE SHAREHOLDER(S), PARTNER(S) OR
MEMBER(S) OF EACH OF ITS FOREIGN SUBSIDIARIES HEREAFTER FORMED OR ACQUIRED TO
EXECUTE AND DELIVER TO THE AGENT, CONCURRENTLY