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.
5.13.
SUBSIDIARIES.
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE OR
PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY ESTABLISH, CREATE OR ACQUIRE
ANY NEW SUBSIDIARY, EXCEPT IN CONNECTION WITH AND TO THE EXTENT NECESSARY TO
CONSUMMATE ONE OR MORE PERMITTED ACQUISITIONS.
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5.14.
DEPOSIT ACCOUNTS.
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE
OR PERMIT THEIR SUBSIDIARIES TO ESTABLISH ANY NEW U.S. DEPOSIT ACCOUNTS, OTHER
THAN ANY ACCOUNTS THAT DO NOT HAVE AN AVERAGE DAILY BALANCE FOR THE PRECEDING 30
DAY PERIOD IN EXCESS OF $1,000,000 IN THE AGGREGATE FOR ALL ACCOUNTS, WITHOUT
PRIOR WRITTEN NOTICE TO AGENT AND UNLESS AGENT AND THE BANK AT WHICH THE ACCOUNT
IS TO BE OPENED ENTER INTO A CONTROL AGREEMENT REGARDING SUCH DEPOSIT ACCOUNT
PURSUANT TO WHICH SUCH BANK ACKNOWLEDGES THE SECURITY INTEREST OF AGENT IN SUCH
DEPOSIT ACCOUNT, AGREES TO COMPLY WITH INSTRUCTIONS ORIGINATED BY AGENT
DIRECTING DISPOSITION OF THE FUNDS IN THE DEPOSIT ACCOUNT WITHOUT FURTHER
CONSENT FROM SUCH CREDIT PARTY OR SUBSIDIARY, AND AGREES TO SUBORDINATE AND
LIMIT ANY SECURITY INTEREST THE BANK MAY HAVE IN THE DEPOSIT ACCOUNT AND WAIVE
ALL RIGHTS OF SET-OFF WITH RESPECT THERETO (OTHER THAN FOR CUSTOMARY FEES AND
EXPENSES) ON TERMS SATISFACTORY TO AGENT.
5.15.
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 ANY OF THEIR SUBSIDIARIES
UNDER, ANY ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS OR (B) OTHERWISE
ADVERSELY IMPACT THE VALUE OR MARKETABILITY OF ANY OF THE REAL ESTATE OR ANY OF
THE COLLATERAL, OTHER THAN SUCH VIOLATIONS OR ENVIRONMENTAL LIABILITIES THAT
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.16.
ERISA.
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT
ANY ERISA AFFILIATE TO, CAUSE OR PERMIT TO OCCUR AN ERISA EVENT TO THE EXTENT
SUCH ERISA EVENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.17.
SALE-LEASEBACKS.
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE
OR PERMIT ANY OF THEIR SUBSIDIARIES TO ENGAGE IN ANY SALE-LEASEBACK, SYNTHETIC
LEASE OR SIMILAR TRANSACTION INVOLVING ANY OF ITS ASSETS WITH A FAIR MARKET
VALUE IN EXCESS OF $15,000,000; PROVIDED, THAT ANY NET PROCEEDS RECEIVED BY ANY
CREDIT PARTY PURSUANT TO THE TERMS OF THIS SECTION 5.17 SHALL BE APPLIED BY THE
BORROWERS TO PREPAY THE LOANS IN AN AMOUNT EQUAL TO SUCH NET PROCEEDS IN
ACCORDANCE WITH SECTION 1.5(D)(I).
5.18.
PREPAYMENTS OF OTHER INDEBTEDNESS.
THE CREDIT PARTIES SHALL NOT,
DIRECTLY OR INDIRECTLY, VOLUNTARILY PURCHASE, REDEEM, DEFEASE OR PREPAY