EVENT WITHIN 30 DAYS
AFTER THE COMPANY KNOWS OR HAS REASON TO KNOW THEREOF:
(I) THE OCCURRENCE OR
EXPECTED OCCURRENCE OF ANY REPORTABLE EVENT WITH RESPECT TO ANY PLAN, A FAILURE
TO MAKE ANY REQUIRED CONTRIBUTION TO A 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 COMPANY OR ANY COMMONLY
CONTROLLED ENTITY OR ANY MULTIEMPLOYER PLAN WITH RESPECT TO THE WITHDRAWAL FROM,
OR THE TERMINATING, REORGANIZATION OR INSOLVENCY OF, ANY PLAN;
(E)
ANY CHANGE IN THE CREDIT RATING OF THE COMPANY PROMPTLY UPON THE
EFFECTIVENESS THEREOF; AND
(F)
THE OCCURRENCE OF (I) ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS,
OPERATIONS, PROPERTY, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE
COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR (II) ANY DEVELOPMENT OR EVENT
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
RIGHTS OR REMEDIES OF THE
73
ADMINISTRATIVE AGENTS OR THE LENDERS HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS.
Each notice pursuant to this subsection 9.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Company proposes to take with respect
thereto.
9.8.
ENVIRONMENTAL LAWS.
(A)
COMPLY WITH, AND USE REASONABLE EFFORTS TO
ENSURE COMPLIANCE BY ALL TENANTS AND SUBTENANTS, IF ANY, WITH, ALL APPLICABLE
ENVIRONMENTAL LAWS AND OBTAIN AND COMPLY WITH AND MAINTAIN, AND USE REASONABLE
EFFORTS TO ENSURE THAT ALL TENANTS AND SUBTENANTS OBTAIN AND COMPLY WITH AND
MAINTAIN, ANY AND ALL LICENSES, APPROVALS, NOTIFICATIONS, REGISTRATIONS OR
PERMITS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(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, EXCEPT
TO THE EXTENT THAT THE SAME ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND THE PENDENCY OF SUCH PROCEEDINGS COULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 10.
NEGATIVE COVENANTS
The Borrowers hereby agree that, so long as any of the Commitments remain in
effect, any Letter of Credit remains outstanding or any amount is owing to any
Lender or an Agent hereunder or under any other Loan Document, the Company shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly:
10.1.
FINANCIAL CONDITION COVENANTS.
(A)
INDEBTEDNESS TO EBITDA.
PERMIT THE RATIO OF (I) TOTAL INDEBTEDNESS OF THE
COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS AT ANY DATE MINUS CASH AND
CASH EQUIVALENTS THEN HELD BY THE COMPANY AND ITS SUBSIDIARIES TO THE EXTENT
THAT SUCH CASH AND CASH EQUIVALENTS ARE