RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP.
10.5
MAINTENANCE OF EXISTENCE, ETC.
MAINTAIN AND PRESERVE, AND (SUBJECT
TO SECTION 11.5) CAUSE EACH OTHER LOAN PARTY OTHER THAN THE INACTIVE
SUBSIDIARIES TO MAINTAIN AND PRESERVE, (A) ITS EXISTENCE AND GOOD STANDING IN
THE JURISDICTION OF ITS ORGANIZATION AND (B) ITS QUALIFICATION TO DO BUSINESS
AND GOOD STANDING IN EACH JURISDICTION WHERE THE NATURE OF ITS BUSINESS MAKES
SUCH QUALIFICATION NECESSARY (OTHER THAN SUCH JURISDICTIONS IN WHICH THE FAILURE
TO BE QUALIFIED OR IN GOOD STANDING COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT).
FOR THE AVOIDANCE OF DOUBT, THE COMPANY MAY DISSOLVE
ANY OF THE INACTIVE SUBSIDIARIES PRIOR TO THE FIRST ANNIVERSARY OF THIS
AGREEMENT WITH PRIOR NOTICE TO THE ADMINISTRATIVE AGENT.
10.6
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS AND THE LETTERS OF
CREDIT, SOLELY FOR WORKING CAPITAL PURPOSES, FOR CAPITAL EXPENDITURES AND FOR
OTHER GENERAL BUSINESS PURPOSES; AND NOT USE OR PERMIT ANY PROCEEDS OF ANY LOAN
TO BE USED, EITHER DIRECTLY OR INDIRECTLY, FOR THE PURPOSE, WHETHER IMMEDIATE,
INCIDENTAL OR ULTIMATE, OF "PURCHASING OR CARRYING" ANY MARGIN STOCK.
10.7
EMPLOYEE BENEFIT PLANS.
(A)
MAINTAIN, AND CAUSE EACH OTHER MEMBER OF THE CONTROLLED GROUP TO
MAINTAIN, EACH PENSION PLAN IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND REGULATIONS.
(B)
MAKE, AND CAUSE EACH OTHER MEMBER OF THE CONTROLLED GROUP TO MAKE,
ON A TIMELY BASIS, ALL REQUIRED CONTRIBUTIONS TO ANY MULTIEMPLOYER PENSION PLAN.
(C)
NOT, AND NOT PERMIT ANY OTHER MEMBER OF THE CONTROLLED GROUP TO
(I) SEEK A WAIVER OF THE MINIMUM FUNDING STANDARDS OF ERISA, (II) TERMINATE OR
WITHDRAW FROM ANY PENSION PLAN OR MULTIEMPLOYER PENSION PLAN OR (III) TAKE ANY
OTHER ACTION WITH RESPECT TO ANY PENSION PLAN THAT WOULD REASONABLY BE EXPECTED
TO ENTITLE THE PBGC TO TERMINATE, IMPOSE LIABILITY IN RESPECT OF, OR CAUSE A
TRUSTEE TO BE APPOINTED TO ADMINISTER, ANY PENSION PLAN, UNLESS THE ACTIONS OR
EVENTS DESCRIBED IN CLAUSES (I), (II) AND (III) INDIVIDUALLY OR IN THE AGGREGATE
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
10.8
ENVIRONMENTAL MATTERS.
IF ANY RELEASE OR THREATENED RELEASE OR
OTHER DISPOSAL OF HAZARDOUS SUBSTANCES SHALL OCCUR OR SHALL HAVE OCCURRED ON ANY
REAL PROPERTY OR ANY OTHER ASSETS
48
OF ANY LOAN PARTY, THE COMPANY SHALL, OR SHALL CAUSE THE APPLICABLE LOAN PARTY
TO, CAUSE THE PROMPT CONTAINMENT AND REMOVAL OF SUCH HAZARDOUS SUBSTANCES AND
THE REMEDIATION OF SUCH REAL PROPERTY OR OTHER ASSETS AS NECESSARY TO COMPLY
WITH ALL ENVIRONMENTAL LAWS AND TO PRESERVE THE VALUE OF SUCH REAL PROPERTY OR
OTHER ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY
SHALL, AND SHALL CAUSE EACH OTHER LOAN PARTY TO, COMPLY WITH ANY FEDERAL OR
STATE JUDICIAL OR ADMINISTRATIVE ORDER REQUIRING THE PERFORMANCE AT ANY REAL
PROPERTY OF ANY LOAN PARTY OF ACTIVITIES IN RESPONSE TO THE RELEASE OR
THREATENED RELEASE OF A HAZARDOUS SUBSTANCE.
TO THE EXTENT THAT THE
TRANSPORTATION OF HAZARDOUS SUBSTANCES IS PERMITTED BY THIS AGREEMENT, THE
COMPANY SHALL, AND SHALL