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.
TAKE, AND CAUSE EACH OTHER LOAN PARTY 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 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.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, THE INACTIVE SUBSIDIARIES SHALL NOT BE REQUIRED TO
BECOME LOAN PARTIES OR GUARANTORS SO LONG AS THE INACTIVE SUBSIDIARIES CONTINUE
TO BE DORMANT COMPANIES WITHOUT BUSINESS OPERATIONS AND SUCH INACTIVE
SUBSIDIARIES ARE DISSOLVED BY APRIL 16, 2010, IT BEING AGREED THAT ON THE
EARLIER OF SUCH DATE OR THE DATE ON WHICH ANY OF THE INACTIVE SUBSIDIARIES
COMMENCES BUSINESS OPERATIONS, THE INACTIVE SUBSIDIARIES SHALL BE REQUIRED TO
BECOME LOAN PARTIES AND GUARANTORS AND EXECUTE ALL REQUIRED DOCUMENTATION IN
CONNECTION THEREWITH.
10.10
DEPOSIT ACCOUNTS.
UNLESS THE ADMINISTRATIVE AGENT OTHERWISE
CONSENTS IN WRITING, THE LOAN PARTIES SHALL MAINTAIN, WITHIN SIXTY (60) DAYS OF
THE CLOSING DATE, ALL OF THEIR DEPOSIT AND SECURITIES ACCOUNTS WITH THE
ADMINISTRATIVE AGENT; PROVIDED THAT THE LOAN PARTIES MAY MAINTAIN A MAXIMUM
AGGREGATE BALANCE OF $400,000 IN LOCAL DEPOSITORY ACCOUNTS, EXCEPT THAT THE
ACCOUNTS WITH ANY SINGLE INSTITUTION SHALL NOT EXCEED A MAXIMUM AGGREGATE
BALANCE OF $75,000, IT BEING AGREED THAT EACH OF THE COMPANY AND THE
SUBSIDIARIES WILL, UPON THE ADMINISTRATIVE AGENT'S REQUEST, USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE LOCAL DEPOSITORY INSTITUTIONS TO ENTER INTO
ACCOUNT CONTROL AGREEMENTS IN FAVOR OF THE ADMINISTRATIVE AGENT (EACH SUCH
ACCOUNT CONTROL AGREEMENT TO BE ON TERMS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT IN ALL RESPECTS).
10.11
INTEREST RATE PROTECTION.
ENTER INTO, NOT LATER THAN NINETY (90)
DAYS AFTER THE CLOSING DATE, A HEDGING AGREEMENT WITH A TERM OF AT LEAST THREE
(3) YEARS ON AN ISDA STANDARD FORM WITH ONE OR MORE LENDERS OR AFFILIATES
THEREOF OR WITH COUNTERPARTIES REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
TO HEDGE THE INTEREST RATE WITH RESPECT TO NOT LESS THAN 50% OF THE
49
PRINCIPAL AMOUNT OF THE TERM LOAN IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
10.12
ROCKY MOUNTAIN TRANSACTION.
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CONSUMMATE THE ROCKY MOUNTAIN TRANSACTION