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 OF ANY LOAN PARTY, THE COMPANY OR THE
APPLICABLE LOAN PARTY SHALL 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
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VALUE OF SUCH REAL PROPERTY OR OTHER ASSETS.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, EACH LOAN PARTY SHALL 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 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
TAX SHELTER REGISTRATION.
NOTIFY AGENT OF ANY ACTION (OR THE
INTENTION TO TAKE AN ACTION) INCONSISTENT WITH THE REPRESENTATION IN
SECTION 9.13(B).
IF THE COMPANY SO NOTIFIES AGENT, THE COMPANY ACKNOWLEDGES AND
AGREES THAT AGENT MAY TREAT THE TRANSACTIONS CONTEMPLATED HEREBY (OR ANY SINGLE
TRANSACTION CONTEMPLATED HEREBY) AS PART OF A TRANSACTION THAT IS SUBJECT TO
TREASURY REGULATION SECTION 301.6112-1, AND AGENT, AS APPLICABLE, MAY MAINTAIN
THE LISTS AND OTHER REGULATIONS REQUIRED BY SUCH TREASURY REGULATION.
TO THE
EXTENT AGENT DETERMINES TO MAINTAIN SUCH LIST, EACH LOAN PARTY SHALL COOPERATE
WITH AGENT IN OBTAINING THE INFORMATION REQUIRED UNDER SUCH TREASURY
REGULATION.
WITHIN 10 DAYS AFTER NOTIFYING AGENT UNDER THIS SECTION 10.9, THE
COMPANY SHALL DELIVER TO AGENT A DULY COMPLETED COPY OF IRS FORM 8886 OR ANY
SUCCESSOR FORM.
10.10
FURTHER ASSURANCES.
TAKE SUCH ACTIONS AS ARE NECESSARY OR AS AGENT
OR ANY LENDER 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 LOAN PARTIES (INCLUDING, UPON THE
ACQUISITION OR CREATION THEREOF, ANY SUBSIDIARY ACQUIRED OR CREATED AFTER THE
CLOSING DATE), IN EACH CASE AS AGENT MAY DETERMINE, INCLUDING 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 THE DELIVERY OF CERTIFICATED SECURITIES AND OTHER
COLLATERAL WITH RESPECT TO WHICH PERFECTION IS OBTAINED BY POSSESSION.
10.11
BANKING RELATIONSHIP.
UTILIZE LASALLE AS ITS PRIMARY BANK OF
ACCOUNT AND DEPOSITORY FOR CERTAIN FINANCIAL SERVICES, INCLUDING THE MAJORITY OF
RECEIPTS, DISBURSEMENTS AND CASH MANAGEMENT; PROVIDED, THAT, IF REQUESTED BY THE
COMPANY AND CONSENTED TO BY LASALLE, WHICH CONSENT MAY NOT BE UNREASONABLY
WITHHELD, THE LOAN PARTIES MAY UTILIZE