KNOW THEREOF:
(I) THE OCCURRENCE OF
ANY REPORTABLE EVENT WITH RESPECT TO ANY MULTIEMPLOYER PLAN, A FAILURE TO MAKE
ANY REQUIRED CONTRIBUTION TO A MULTIEMPLOYER PLAN, THE CREATION OF ANY LIEN IN
FAVOR OF THE PBGC OR A PLAN OR ANY WITHDRAWAL FROM, OR THE TERMINATION,
REORGANIZATION OR INSOLVENCY OF, ANY MULTIEMPLOYER PLAN OR (II) THE INSTITUTION
OF PROCEEDINGS OR THE TAKING OF ANY OTHER ACTION BY THE PBGC OR THE BORROWER OR
ANY COMMONLY CONTROLLED ENTITY OR ANY MULTIEMPLOYER PLAN WITH RESPECT TO THE
WITHDRAWAL FROM, OR THE TERMINATION, REORGANIZATION OR INSOLVENCY OF, ANY
MULTIEMPLOYER PLAN;
(E)
THE CREATION OR ACQUISITION BY ANY LOAN PARTY OF ANY INTEREST IN A
SUBSIDIARY, THE NAME AND JURISDICTION OF INCORPORATION OR ORGANIZATION OF ANY
SUCH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF
CAPITAL STOCK OWNED BY ANY LOAN PARTY; AND
43
(F)
ANY DEVELOPMENT OR EVENT THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD
OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Each notice pursuant to this Section 7.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action Holdings, the Borrower or the relevant
Subsidiary proposes to take with respect thereto.
7.8.
ENVIRONMENTAL LAWS. EXCEPT AS THE FAILURE TO DO SO COULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, HOLDINGS SHALL AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO:
(A)
COMPLY IN ALL MATERIAL RESPECTS WITH, AND ENSURE COMPLIANCE IN ALL
MATERIAL RESPECTS BY ALL TENANTS AND SUBTENANTS, IF ANY, WITH, ALL APPLICABLE
ENVIRONMENTAL LAWS, AND OBTAIN AND COMPLY IN ALL MATERIAL RESPECTS WITH AND
MAINTAIN, AND ENSURE THAT ALL TENANTS AND SUBTENANTS OBTAIN AND COMPLY IN ALL
MATERIAL RESPECTS WITH AND MAINTAIN, ANY AND ALL LICENSES, APPROVALS,
NOTIFICATIONS, REGISTRATIONS OR PERMITS REQUIRED BY APPLICABLE ENVIRONMENTAL
LAWS.
(B)
CONDUCT AND COMPLETE ALL INVESTIGATIONS, STUDIES, SAMPLING AND TESTING,
AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS REQUIRED UNDER ENVIRONMENTAL LAWS
AND PROMPTLY COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWFUL ORDERS AND
DIRECTIVES OF ALL GOVERNMENTAL AUTHORITIES REGARDING ENVIRONMENTAL LAWS.
7.9.
[Reserved.]
7.10.
Additional Subsidiaries.
(A)
IF HOLDINGS OR ANY OF ITS SUBSIDIARIES SHALL ACQUIRE OR CREATE ANOTHER
SUBSIDIARY (OTHER THAN A FOREIGN SUBSIDIARY) THEN SUCH NEWLY ACQUIRED OR CREATED
SUBSIDIARY SHALL EXECUTE A SUPPLEMENT TO THE GUARANTEE AGREEMENT BECOMING A
SUBSIDIARY GUARANTOR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(B)
A SUBSIDIARY GUARANTOR MAY NOT SELL OR OTHERWISE DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO, OR CONSOLIDATE WITH OR MERGE WITH OR INTO
(WHETHER OR NOT SUCH SUBSIDIARY GUARANTOR IS THE SURVIVING PERSON), ANOTHER
PERSON, OTHER THAN HOLDINGS OR ANOTHER SUBSIDIARY GUARANTOR, UNLESS
(I) IMMEDIATELY AFTER GIVING EFFECT TO THAT TRANSACTION, NO DEFAULT OR EVENT OF
DEFAULT EXISTS; AND (II) EITHER (A) THE PERSON ACQUIRING THE PROPERTY IN ANY
SUCH SALE OR DISPOSITION OR THE PERSON FORMED BY OR SURVIVING ANY SUCH
CONSOLIDATION OR MERGER (IF OTHER