CEASE TO BE TRUE IN
ALL MATERIAL RESPECTS FOR ANY TIME BEFORE THE TERMINATION DATE;
(C)
NOT BECOME INVOLVED, AND WILL NOT KNOWINGLY PERMIT ANY TENANT OF
THE FACILITIES TO BECOME INVOLVED, IN ANY OPERATIONS AT THE FACILITIES
GENERATING, STORING, DISPOSING, OR HANDLING HAZARDOUS MATERIALS IN MATERIAL
VIOLATION OF APPLICABLE ENVIRONMENTAL LAWS OR ANY OTHER ACTIVITY THAT COULD LEAD
TO THE IMPOSITION ON ANY LENDER OR THE ADMINISTRATIVE AGENT OF ANY LIABILITY, OR
THE IMPOSITION ON THE LOAN PARTIES OR THE FACILITIES OF ANY MATERIAL LIABILITY
OR ANY LIEN UNDER ANY ENVIRONMENTAL LAWS;
(D)
PROMPTLY CONTAIN OR REMOVE ANY HAZARDOUS MATERIALS FOUND ON THE
FACILITIES IN VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW, WHICH CONTAINMENT
OR REMOVAL MUST BE DONE IN COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS AND AT
THE BORROWERS' EXPENSE; AND THE BORROWERS AGREE THAT THE ADMINISTRATIVE AGENT
HAS THE RIGHT, AT ITS SOLE OPTION BUT AT THE BORROWERS' EXPENSE, TO HAVE AN
ENVIRONMENTAL ENGINEER OR OTHER REPRESENTATIVE REVIEW THE WORK BEING DONE; AND
91
(E)
INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS EACH INDEMNITEE FROM
AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING,
CONSEQUENTIAL DAMAGES), PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS,
EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, THE
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR AND CONSULTANTS OF SUCH
INDEMNITEES IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDING, WHETHER OR NOT SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY
THERETO), WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH
INDEMNITEES (WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL) NOW OR HEREAFTER
ARISING AS A RESULT OF ANY CLAIM FOR ENVIRONMENTAL CLEANUP COSTS, ANY RESULTING
DAMAGE TO THE ENVIRONMENT AND ANY OTHER ENVIRONMENTAL CLAIMS AGAINST ANY LOAN
PARTY, ANY LENDER, THE ADMINISTRATIVE AGENT, ANY OTHER INDEMNITEE OR THE
FACILITIES.
THE PROVISIONS OF THIS SECTION 6.15(E) SHALL CONTINUE IN EFFECT AND
SHALL SURVIVE THE TERMINATION DATE.
SECTION 6.16
SECURITIES ACCOUNT CONTROL AGREEMENT. THE LOAN
PARTIES SHALL, WITHIN THE PERIOD OF SIXTY (60) DAYS FOLLOWING THE CLOSING DATE,
ENTER INTO A SECURITIES ACCOUNT CONTROL AGREEMENT WITH THE ADMINISTRATIVE AGENT
WITH RESPECT TO ALL OF THE SECURITIES ACCOUNTS HELD BY THE LOAN PARTIES, IN A
FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT. THE LOAN PARTIES SHALL (I) NOT
DEPOSIT ANY SECURITIES, CASH OR CASH EQUIVALENTS IN ANY SUCH SECURITIES ACCOUNTS
UNTIL SUCH TIME AS THE LOAN PARTIES EXECUTE SUCH SECURITIES ACCOUNT CONTROL
AGREEMENT(S) AND (II) THEREAFTER, DEPOSIT ALL SUCH SECURITIES, CASH OR CASH
EQUIVALENTS IN THE SECURITIES ACCOUNTS SUBJECT TO SUCH AGREEMENT.
SECTION 6.17
LENDERS MEETINGS.
THE LOAN PARTIES WILL, UPON THE
REQUEST OF THE ADMINISTRATIVE AGENT, PARTICIPATE IN ONE MEETING OF THE
ADMINISTRATIVE AGENT AND LENDERS DURING EACH FISCAL YEAR TO BE HELD AT THE
BORROWERS' CORPORATE OFFICES (OR AT SUCH OTHER LOCATION AS MAY BE AGREED TO BY
THE BORROWERS AND THE ADMINISTRATIVE AGENT) AT SUCH TIME AS MAY BE AGREED TO BY
THE BORROWERS AND THE ADMINISTRATIVE AGENT.
SECTION 6.18
NON-CONSOLIDATION.
UNLESS OTHERWISE CONSENTED TO
BY THE ADMINISTRATIVE AGENT OR REQUIRED LENDERS, THE LOAN PARTIES WILL