ITS AFFILIATES OR REFERRING TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS DOCUMENTS
WITHOUT AT LEAST TWO (2) BUSINESS DAYS' PRIOR NOTICE TO GE CAPITAL AND WITHOUT
THE PRIOR WRITTEN CONSENT OF GE CAPITAL UNLESS (AND ONLY TO THE EXTENT THAT)
SUCH CREDIT PARTY OR AFFILIATE IS REQUIRED TO DO SO UNDER LAW AND THEN, IN ANY
EVENT, SUCH CREDIT PARTY OR AFFILIATE WILL CONSULT WITH GE CAPITAL BEFORE
ISSUING SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE.
EACH CREDIT PARTY
CONSENTS TO THE PUBLICATION BY AGENT OR ANY LENDER OF A TOMBSTONE OR SIMILAR
ADVERTISING MATERIAL RELATING TO THE FINANCING TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
AGENT OR SUCH LENDER SHALL PROVIDE A DRAFT OF ANY SUCH TOMBSTONE OR
SIMILAR ADVERTISING MATERIAL TO EACH CREDIT PARTY FOR REVIEW AND COMMENT PRIOR
TO THE PUBLICATION THEREOF.
AGENT RESERVES THE RIGHT TO PROVIDE TO INDUSTRY
TRADE ORGANIZATIONS INFORMATION NECESSARY AND CUSTOMARY FOR INCLUSION IN LEAGUE
TABLE MEASUREMENTS.
3.13
SUBSIDIARIES.
THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY
ESTABLISH, CREATE OR ACQUIRE ANY NEW FOREIGN SUBSIDIARY, EXCEPT AS AND TO THE
EXTENT EXPRESSLY PERMITTED UNDER SECTION 3.3.
3.14
BANK ACCOUNTS.
THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR DOMESTIC SUBSIDIARIES TO ESTABLISH ANY NEW BANK
ACCOUNTS WITHOUT PRIOR WRITTEN NOTICE TO AGENT AND UNLESS AGENT AND THE BANK AT
WHICH THE ACCOUNT IS TO BE OPENED ENTER INTO A TRI-PARTY AGREEMENT REGARDING
SUCH BANK ACCOUNT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITY AGREEMENT
AND PURSUANT TO WHICH, AMONG OTHER THINGS, SUCH BANK ACKNOWLEDGES THE SECURITY
INTEREST OF AGENT IN SUCH BANK ACCOUNT, AGREES TO COMPLY WITH INSTRUCTIONS
ORIGINATED BY AGENT DIRECTING DISPOSITION OF THE FUNDS IN THE BANK ACCOUNT
WITHOUT FURTHER CONSENT FROM BORROWER OR SUCH DOMESTIC SUBSIDIARY, AND AGREES TO
SUBORDINATE AND LIMIT ANY SECURITY INTEREST THE BANK MAY HAVE IN THE BANK
ACCOUNT ON TERMS SATISFACTORY TO AGENT.
ALL AMOUNTS HELD OR DEPOSITED IN ANY
BANK ACCOUNT CONTROLLED BY BORROWER OR A DOMESTIC SUBSIDIARY OF BORROWER (OTHER
THAN AMOUNTS TRANSFERRED TO BORROWER'S OPERATING ACCOUNT AND/OR PAYROLL ACCOUNT
TO FUND ANTICIPATED DRAWS AGAINST SUCH ACCOUNTS) SHALL BE AUTOMATICALLY
TRANSFERRED, ON A DAILY BASIS, TO A DEPOSITORY ACCOUNT (THE "AGENT'S ACCOUNT")
ESTABLISHED AND MAINTAINED BY AGENT AT A FINANCIAL INSTITUTION DESIGNATED BY
AGENT.
IF NO REVOLVING LOANS ARE THEN OUTSTANDING AND NO OTHER OBLIGATIONS ARE
THEN DUE AND PAYABLE, AGENT SHALL CAUSE ANY FUNDS REMAINING IN AGENT'S ACCOUNT
TO BE IMMEDIATELY TRANSFERRED TO BORROWER'S OPERATING ACCOUNT FOR USE BY
BORROWER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
37
3.15
HAZARDOUS MATERIALS.
THE CREDIT PARTIES SHALL
NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO CAUSE OR PERMIT A
RELEASE OF ANY HAZARDOUS MATERIAL ON, AT, IN, UNDER, ABOVE, TO, FROM OR ABOUT
ANY OF THE REAL ESTATE WHERE SUCH RELEASE WOULD (A) VIOLATE IN ANY RESPECT, OR
FORM THE BASIS FOR ANY ENVIRONMENTAL LIABILITIES BY THE CREDIT PARTIES OR