TO ENTITLE THE PBGC TO TERMINATE, IMPOSE LIABILITY IN RESPECT OF, OR CAUSE A
TRUSTEE TO BE APPOINTED TO ADMINISTER, ANY PENSION PLAN, UNLESS THE ACTIONS OR
EVENTS DESCRIBED IN CLAUSES (I), (II) AND (III) INDIVIDUALLY OR IN THE AGGREGATE
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
10.8
ENVIRONMENTAL MATTERS. IF ANY RELEASE OR THREATENED RELEASE OR
OTHER DISPOSAL OF HAZARDOUS SUBSTANCES SHALL OCCUR OR SHALL HAVE OCCURRED ON ANY
REAL PROPERTY OR ANY OTHER ASSETS OF ANY LOAN PARTY, THE COMPANY SHALL, OR SHALL
CAUSE THE APPLICABLE LOAN PARTY TO, CAUSE THE PROMPT CONTAINMENT AND REMOVAL OF
SUCH HAZARDOUS SUBSTANCES AND THE REMEDIATION OF SUCH REAL PROPERTY OR OTHER
ASSETS AS NECESSARY TO COMPLY IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL
LAWS AND TO PRESERVE THE VALUE OF SUCH REAL PROPERTY OR OTHER ASSETS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL, AND SHALL CAUSE
EACH OTHER LOAN PARTY TO, COMPLY IN ALL MATERIAL RESPECTS WITH ANY FEDERAL OR
STATE JUDICIAL OR ADMINISTRATIVE ORDER REQUIRING THE PERFORMANCE AT ANY REAL
PROPERTY OF ANY LOAN PARTY OF ACTIVITIES IN RESPONSE TO THE RELEASE OR
THREATENED RELEASE OF A HAZARDOUS SUBSTANCE. TO THE EXTENT THAT THE
TRANSPORTATION OF HAZARDOUS SUBSTANCES IS PERMITTED BY THIS AGREEMENT, THE
COMPANY SHALL, AND SHALL CAUSE ITS SUBSIDIARIES TO, DISPOSE OF SUCH HAZARDOUS
SUBSTANCES, OR OF ANY OTHER WASTES, ONLY AT LICENSED DISPOSAL FACILITIES
OPERATING IN COMPLIANCE WITH ENVIRONMENTAL LAWS.
10.9
FURTHER ASSURANCES.
54
(A)
TAKE, AND CAUSE EACH OTHER LOAN PARTY AND PARENT TO TAKE, SUCH
ACTIONS AS ARE NECESSARY OR AS THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS
MAY REASONABLY REQUEST FROM TIME TO TIME TO ENSURE THAT THE OBLIGATIONS OF EACH
LOAN PARTY UNDER THE LOAN DOCUMENTS ARE SECURED BY SUBSTANTIALLY ALL OF THE
ASSETS OF THE COMPANY AND EACH DOMESTIC SUBSIDIARY (AS WELL AS ALL CAPITAL
SECURITIES OF THE COMPANY AND EACH DOMESTIC SUBSIDIARY AND 65% OF ALL CAPITAL
SECURITIES OF EACH DIRECT FOREIGN SUBSIDIARY) AND GUARANTEED BY EACH DOMESTIC
SUBSIDIARY (INCLUDING, UPON THE ACQUISITION OR CREATION THEREOF, ANY SUBSIDIARY
ACQUIRED OR CREATED AFTER THE CLOSING DATE), IN EACH CASE AS THE ADMINISTRATIVE
AGENT MAY DETERMINE, INCLUDING (A) THE EXECUTION AND DELIVERY OF GUARANTIES,
SECURITY AGREEMENTS, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF TRUST, FINANCING
STATEMENTS AND OTHER DOCUMENTS, AND THE FILING OR RECORDING OF ANY OF THE
FOREGOING AND (B) THE DELIVERY OF CERTIFICATED SECURITIES AND OTHER COLLATERAL
WITH RESPECT TO WHICH PERFECTION IS OBTAINED BY POSSESSION.
(B)
CAUSE ALL COLLECTIONS FROM ACCOUNTS TO BE DIRECTED TO (I) A BANK
ACCOUNT MAINTAINED WITH THE ADMINISTRATIVE AGENT OR (II), SUBJECT TO THE
PROVISIONS SET FORTH IN SECTION 10.11 BELOW, TO THE COMPANY'S LOCKBOX AND/OR
DEPOSIT ACCOUNT(S) MAINTAINED AT PNC BANK, NATIONAL ASSOCIATION (SUCH LOCKBOX
AND ACCOUNT(S) COLLECTIVELY REFERRED TO HEREIN AS THE "PNC ACCOUNTS") AND CAUSE
EACH FINANCIAL INSTITUTION (OTHER THAN THE ADMINISTRATIVE AGENT) AT WHICH THE
COMPANY OR ANY SUBSIDIARY MAINTAINS ANY DEPOSIT ACCOUNT OR OTHER SIMILAR ACCOUNT
(OTHER THAN PETTY CASH ACCOUNTS OR PAYROLL ACCOUNTS AS LONG AS SUCH